Cerved S p A : Anticorruption Policy

Anti-Corruption Policy

General Part

Cerved Group S.p.A.

	REVISION NO.		REVISION DATE		NOTES
01		First issuance	29 July 2021

Approved by the Board of Directors on 29 July 2021

Rev.001

Anti-Corruption Policy

CONTENTS

1.	DEFINITIONS..........................................................................................................................	3
2.	RECIPIENTS AND SCOPE OF APPLICATION ...............................................................	4
3.	PURPOSE AND OBJECTIVES..............................................................................................	5
4.	ANTI-CORRUPTION LAWS ................................................................................................	7
5.	LIABILITY AND SANCTION SYSTEM .............................................................................	9
6.	GENERAL PRINCIPLES OF CONDUCT ...........................................................................	9
7.	ANTI-CORRUPTION CONTROLS ...................................................................................	11
7.1	Standards of conduct..........................................................................................................	12
7.2	Anomaly indicators ............................................................................................................	12
7.3	Monitoring measures..........................................................................................................	13

8. STANDARDS OF CONDUCT RELATING TO RELATIONSHIPS WITH

RELEVANT THIRD PARTIES AND BUSINESS ASSOCIATES ........................................	13
8.1	Relevant Third Parties .......................................................................................................	13
8.2	Business Associates ............................................................................................................	14
8.3	Conflicts of interest ............................................................................................................	14
9. STANDARDS OF CONDUCT RELATING TO SPECIFIC ACTIVITIES..................	15
10.	ANTI-CORRUPTION DUE DILIGENCE .....................................................................	15
11.	POLICY IMPLEMENTATION ........................................................................................	16
11.1	Anti-CorruptionFunction .................................................................................................	16
11.2	Information flows...............................................................................................................	17
11.3	Dissemination and training ..............................................................................................	17
11.4	Support and assistance ......................................................................................................	17
11.5	Monitoring and continuous improvement ......................................................................	18
12.	REPORTS OF VIOLATIONS AND ABSENCE OF RETALIATION.......................	18
13.	VIOLATIONS OF THIS ANTI-CORRUPTION POLICY..........................................	19

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1. Definitions

In addition to the definitions contained in other parts of this Policy, the terms and expressions with initial upper case letter used herein have the meaning attributed to them below; the same meaning applies both in the singular and in the plural:

Business Associate: any Relevant Third Party (which is not a Cerved Person) asked to complete acts in the name or on behalf of one or more Group companies. By way of example, Intermediaries may be Business Associates, as specified in paragraph 8.2 below;

Cerved or Company: Cerved Group S.p.A.;

Code of Ethics: the code of ethics of the Cerved Group available on the websitehttps://company.cerved.com/sites/company.cerved.dev/files/Gruppo%20Cerved_%20Code%20of%2 0Ethics_rev_23122019_ENG.pdf

Consultants: third parties (in all possible legal entity forms, such as corporations or partnerships, professional associated firms, freelancers, semi-subordinate workers) to which the Company or the Group companies entrust the conduct of assignments and/or professional services;

Legislative Decree no. 231 of 8 June 2001 or Legislative Decree 231/2001: Legislative Decree no. 231 of 8 June 2001, laying down "Rules on corporate liability of legal persons, companies and associations even without legal personality, in accordance with Article 11 of Law no. 300 of 29 September 2000" as amended and supplemented;

Employees and Candidates: persons with whom Cerved has or has had in place a subordinate employment contract, permanent or temporary, as well as persons who have submitted to Cerved an application in relation to the relationships indicated above;

Anti-CorruptionDue Diligence: due diligence activity, and the related decision-making process, to be carried out in relation to specific categories of (i) transactions, projects or activities, (ii) relationships planned or in place with specific categories of Relevant Third Parties, or (iii) specific categories of Cerved Persons;

Relatives: the spouse, cohabiting partner, relative or in-law within the second degree;

Suppliers: enterprises that have a contractual relationship with Cerved concerning the supply of raw materials, goods, services or the performance of works;

Anti-CorruptionFunction: Function assigned ad interim to the Cerved Group Chief Internal Audit Officer, in charge, amongst other things, of aspects of compliance in relation to anti-corruption;

Cerved Group or Group: the parent company Cerved Group S.p.A. and the companies directly or indirectly

controlled by it;

Public Service Officer(s): those who, in any capacity, provide a public service, whereby public service means an activity that is regulated in the same forms as the public function, but is characterised by the lack of powers typical of the latter. That definition excludes the conduct of simple ordinary duties and the performance of merely material work;

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231 Model: the Organisation, Management and Control Model envisaged by Legislative Decree 231/01, adopted by Cerved;

Internal Rules: the Code of Ethics, the 231 Model and the set of policies, procedures, regulations, mandates or other internal documents adopted by Cerved;

Partner: Partners in joint venture agreements, strategic alliances and Partnerships (therein including consortia and other forms of company groupings) and other Partners;

Cerved Persons: all Directors, Senior Managers (namely, the Chairman, Chief Executive Officer of Cerved and his/her immediate subordinates), Employees (including managers and collaborators inserted in the company organisation even on the basis of relationships other than subordinate employment), members of the Cerved Corporate Bodies and Control Bodies, external collaborators;

Anti-CorruptionPolicy or Policy: this Anti-Corruption Policy, adopted by the Cerved Board of Directors;

Processes: the Cerved Group Processes indicated in paragraph 9 of this Policy, identified as potentially exposed to the risk of committing corrupt acts;

Public Administration: bodies forming part of the public administration at national or local level, therein including the Ministries, Regions, Provinces, Prefectures, Customs and Monopolies Agencies, Revenue Agency, Social Security (INPS), Local Health Authorities, Land Registry, Chambers of Commerce;

Public Official: anyone who performs a legislative, judicial or administrative public role; anyone who acts in an official capacity in the interest or on behalf of (i) a national, regional or local Public Administration, (ii) an agency, office or body of the European Union or of a Public Administration, national or foreign, regional or local, (iii) an enterprise owned by, controlled by or invested in by a Public Administration (national or foreign),

1. an international public organisation, such as the European Bank for Reconstruction and Development, the International Bank for Reconstruction and Development, the International Monetary Fund, the World Bank, the United Nations or the World Trade Organisation, or (v) a political party, a member of a political party or a candidate to a national or foreign political office;

Anti-CorruptionRisk Assessment: mapping of the Risk Activities with a view to identifying, at group level, the activities in which there is a possible risk of committing crimes of corruption;

Anti-CorruptionSystem or System: the corruption prevention system adopted by Cerved of which this Anti- Corruption Policy is an integral part;

Public Entities: Public Officials, Public Service Officers and, more generally, officers or internal bodies of Authorities or Public Administrations;

Relevant Third Parties: entities with which Cerved holds relationships that present the risk of being involved in corrupt acts or being instrumental to the implementation, facilitation or concealment of corrupt acts.

2. Recipients and Scope of Application

The recipients of this Policy are the members of the corporate bodies, Employees and collaborators in various guises of the Company and of the Cerved Group companies as well as all Relevant Third Parties, Suppliers,

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Consultants and Business Associates that hold relationships with the Cerved Group companies in relation to all aspects of their activity.

The Anti-Corruption Policy applies with immediate effect to all recipients. Its adoption and implementation is mandatory for Cerved Group S.p.A. and all its subsidiaries.

In addition to knowing and observing the Policy, Cerved Persons must respect the Internal Rules which contain regulations and controls on anti-corruption, as well as all applicable Anti-Corruption Laws.

If there are any uncertainties with regard to the application of the Policy or any conflicts of application with other Internal Rules, as well as in the event of any doubts regarding the correctness of the conduct (or that of Relevant Third Parties with which the Company liaises) or if there are any questions on the appropriateness of any act, the Cerved Persons must contact the Anti-Corruption Function without delay.

3. Purpose and Objectives

The Anti-Corruption Policy is the document that establishes the principles and general objectives of the Anti- Corruption System for all Cerved Group Companies, providing the principles and rules to be followed in order to meet the requirements of the Anti-Corruption System as well as to guarantee respect of the Anti-Corruption Laws by all Cerved Persons and all those who operate - in Italy and abroad - in the name and on behalf of Cerved. The Cerved Group has, for some time, already adopted adequate Regulatory Instruments to prevent and combat corruption, primarily the Code of Ethics and - for Italian Group Companies - the 231 Model. Furthermore, all the anti-corruption related matters are illustrated in the Sustainability Report produced by Cerved in accordance with the GRI Standards - "Core" option published by the Global Reporting Initiative.

In order to continue the process of strengthening and continuously improving its governance system, with a view to consolidating its model of responsible running of the business, as well as to improve its integrity and to combat risks of corruption, Cerved has developed the Anti-Corruption Policy which standardises and integrates the rules of prevention and combating of corruption already existing within the Group and represents an organic and coherent system of principles aimed at preventing and combating risks of illegal practices in the running of the business and in the company activities.

Through the design and implementation of the Anti-Corruption System (the "Anti-CorruptionSystem" or the "System") the Company has integrated the existing instruments, constituted by the 231 Model, the Code of Ethics and the Sustainability Report, with the aim of further improving their level of implementation and effectiveness. The System is, in turn, inserted into the broader framework of the governance model and the Internal Control and Risk Management System of the Company ("ICRMS"), according to an approach aimed at coordinating and developing all existing rules and controls with a view to preventing corruption.

The area of anti-corruption prevention is expanded through the System so as to prevent not only "active" risks of corruption, already the subject of the 231 Model (namely corrupt behaviours completed in the interest or to the benefit of the Cerved Group companies) but also "passive" risks of corruption (namely corrupt acts implemented in detriment to the same).

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