Saul Centers : Whistleblower Policy 12/5/2024

Published: 2025-05-22 17:08:07 ET BFS

Published on 05/22/2025 at 17:08

Section 301 of the Sarbanes-Oxley Act (the "Act") requires the Audit Committee of the Board of Directors of Saul Centers, Inc. (the "Company") and Senior management of the B. F. Saul Company to establish procedures for (A) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (B) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Therefore, the following procedures have been adopted and are consistent with the requirements of Section 301 of the Act.

The procedures set forth in this policy relate to complaints and concerns regarding accounting matters. The following are examples, but they are not meant to limit the types of issues that could be communicated:

alleged or potential financial fraud or questionable accounting, internal accounting controls or auditing matters, including, without limitation:

fraud or deliberate error in the preparation, evaluation, review or audit of any Company financial statement;

fraud or deliberate error in the recording and maintaining of Company's financial records;

deficiencies in or noncompliance with Company's internal accounting controls;

misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in Company's financial records, financial reports or audit reports; or

deviation from the full and fair reporting of Company's financial condition;

alleged violations or potential violations of the Company's Code of Business Conduct and Ethics, Code of Ethics or any material violations of applicable federal or state securities laws and stock exchange requirements, in each case that could impact the Company's periodic reports and disclosures filed with the Securities and Exchange Commission; or

retaliation against employees or contractors who, in good faith, make reports regarding any of the foregoing items.

Any employee of the Company may contact the Fraud Hotline at 240-497-5051 or submit, on a confidential, anonymous basis if the employee so desires, any concerns regarding financial statement disclosures, accounting, internal accounting controls or other auditing and legal matters by setting forth such concerns in writing and forwarding them in a sealed envelope to the chairman of the Audit Committee, in care of the Company's Chief Legal and Administrative Officer ,

, 7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814, such envelope to be labeled with a legend such as: "To be opened by the Audit Committee only." If an employee would like to discuss any matter with the Audit Committee, the employee should indicate this in the submission and include a telephone number at which he or she might be contacted if the Audit Committee deems it appropriate.

The senior management of the Company shall forward to the chairman of the Audit Committee any non-confidential complaint that it has received regarding financial statement disclosures, accounting, internal accounting or audit matters.

All complaints reported under Article II above shall be forwarded unopened and promptly to the chairman of the Audit Committee. The chairman of the Audit Committee will inform, as appropriate, the Chairman of the Board and the Company's external auditors of any such complaints.

Following the receipt of any complaints, the chairman of the Audit Committee may, at his/her discretion consistent with applicable law, authorize the investigation of any matter so reported. The chairman of the Audit Committee may enlist management or other employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls or auditing matters. In conducting any investigation, the chairman of the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant, consistent with the need to conduct an adequate investigation, unless otherwise consented to by the complainant or compelled by judicial or other legal process.

The chairman of the Audit Committee shall report the results of any completed investigation and update the Audit Committee as to the status of any outstanding investigations of complaints at its next regularly scheduled meeting. After consultation with management of the Company, the Audit Committee may, if warranted, take appropriate corrective and disciplinary actions against any person (other than the person submitting the complaint in good faith), which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment. The Audit Committee may, in its sole judgement and to the extent practical, report the results of its investigation to the person who submitted the complaint.

Consistent with the Company's policies and federal law, neither the Company, the Audit Committee nor any director, officer or employee of the Company shall retaliate, directly or indirectly, against any employee or contractor who makes a report in good faith or otherwise assists the Company or any other person or group investigating a report, including any governmental, regulatory or law enforcement body. However, deliberately providing false information as part of a complaint or an investigation into a complaint shall be grounds for disciplinary action, including suspension without pay or termination of employment.

Neither the Company, the Audit Committee nor any director, officer or employee of the Company will (i) reveal the identity of any person who makes a report and asks that his or her identity remain confidential, unless otherwise consented to by the complainant or as necessary to conduct a sufficient investigation or as compelled by judicial or other legal process, or (ii) make any effort to ascertain the identity of any person who makes a report anonymously, except to the extent necessary to conduct a sufficient investigation.

The Audit Committee shall (i) maintain a log of all reports, tracking their receipt, investigation and resolution and the response to the person making the report and (ii) retain at the offices of the Company any such complaints or concerns for a period of no less than seven years.

This policy will be appropriately and adequately communicated at regular intervals to all employees.

Policy Version History

Approval Date

Revision Number

Revision Description

Approval

2019

1.0

Policy created

Audit Committee of the Board of Directors

12/8/2022

2.0

Policy reviewed - outside counsel's changes incorporated

Audit Committee of the Board of Directors

12/5/2024

3.0

Policy reviewed - changes to reflect procedure of delivery and additional changes pursuant to outside counsel's recommendations

Audit Committee of the Board of Directors

3

I acknowledge I have received, read and understand the procedures outlined in this policy for the submission of complaints or concerns regarding financial statement disclosures, accounting, internal account controls or auditing matters.

Employee Name

Date

Signature

Disclaimer

Saul Centers Inc. published this content on May 22, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 22, 2025 at 21:07 UTC.