ABC system

| ABC SYSTEM

The FS Italiane Group conducts its business in compliance with the principles of integrity, ethics and zero tolerance for corruption. The Group has adopted a Code of Ethics and 231 Model, issued specific guidelines for the prevention of corruption between private parties within the FS Italiane Group and joined the United Nations’ Global Compact, the tenth principle of which is to “work against corruption in all its forms”, demonstrating its commitment to operating in accordance with these principles. To further support this commitment, since 2017, the Parent has voluntarily used a self-regulatory tool to prevent corruption. Called the unified anti-corruption framework, this tool is based on two management and control models: UNIFIED ANTI-CORRUPTION FRAMEWORK

Guidelines on the anti-corruption policies

MOG 231

Legislative decree no. 231/01 crimes ABC system

Corruption in general

* the 231 Model, for suspected corruption within the scope of

Legislative decree no. 231/2001 (including between private parties, undue soliciting to give or promise benefits and misconduct, embezzlement, abuse of office, influence peddling); * the anti-bribery & corruption management system (“ABC system”), set up to implement the

Anti-corruption policy guidelines which also form an integral part of the framework and contain directions for the creation of an effective anti-corruption system at FS Italiane SpA.

The ABC system covers corruption in a broad sense, which includes direct and indirect active and passive corruption in relationships with the public administration and with individuals, as well as acts and conduct that may not constitute a specific crime but that could result in “abuse” to gain an undue advantage (for oneself or a third party) and/or maladministration and thereby act in contrast with the principles of probity, lawfulness and integrity. The ABC system centres around an analysis of at-risk events in the processes identified in the anti-corruption policy guidelines, in accordance with the relevant legislation and best practices, as being the most exposed to the risk of corruption: procurement and contracting, advisory engagements, international business development, membership fees, sponsorships, co-marketing, gifts and donations and human resources. The ABC system establishes of a set of risk prevention tools consisting of general control principles and specific prevention tools (standards of conduct39 and indicators of possible irregularities) for each risk process considered. Specific training and communication are provided on the content of the prevention tools to ensure addressees fully understand them and to foster a culture of integrity. In general, training and communication on the issues of prevention and legality and the content of the ABC system are one of the main actions to ensure complete knowledge and the consequent accountability of all parties in risk management and the prevention tools. In terms of governance, the ABC system identifies the actors, roles and responsibilities for its own implementation, development, updating, monitoring and control. It also defines the information and coordination flows. Management plays a central role given its knowledge of the processes and procedures, its direct relationship with the resources that these processes implement, regular monitoring and other prerogatives consistent with its responsibilities. The main actors include the anti-corruption unit (at FS SpA, Anti-Corruption part of the Security & Risk area), which, among other things, monitors the ABC system to promote continuous improvement, supports process owners in the identification of risks and the definition of the corruption risk prevention tools and monitors the implementation and enforcement of the measures envisaged by the ABC system, including through specific flows of information. The ABC system ends with a schedule that identifies the activities for the implementation of the measures it describes and who will carry them out, as well as the deadlines. An integral part of the ABC system and approved by the board of directors each year, the schedule reflects the Parent’s commitment to pursuing an anti-corruption policy that is truly effective and goes beyond mere compliance.

39) The standards of conduct are the formalisation of a series of steps to standardise the performance of certain sensitive activities and promote the spread of conduct based on the principles of integrity, fairness and transparency.

FS Italiane SpA’s direct and indirect subsidiaries have adopted their own respective frameworks, which they adjust to their specific organisation and business, while remaining in compliance with the applicable legislative obligations. FS continued to implement the safeguarding controls as per the ABS system into its internal regulatory framework in 2021 and inserted an integrity clause to its standard contract models aimed, inter alia, at ensuring counterparties comply with all applicable anti-corruption legislation and regulations. Furthermore, Anas obtained UNI ISO 37001:2016 (Anti-bribery management system) certification in December 2021. This process will also be rolled out for the Parent and other Group companies in 2022. In order to identify room for enhancement in the ABC system (e.g., further risk areas suitable for specific prevention tools), FS Italiane SpA completed its first ABC Risk Assessment campaign in 2021. The ABC Risk Assessment was carried out using the Control Risk Self-Assessment methodology, involving the managers of all units that report directly to the CEO/Chairperson in analysing the processes under their responsibility in terms of inherent risk and assessing controls in place in order to estimate the level of residual risk. This methodology is based on relevant ISO standards (31001) and was developed with the support of the parent’s Risk Management Unit. The ABC Risk Assessment: • detected 288 risk events on “core” processes of units that report directly to the parent’s CEO/Chairperson and “across the board” processes; • involved roughly 80 people. The results were analysed together with the additional inputs available in order to formulate an ABC action plan aimed at identifying and prioritising room for enhancement in the ABC system. The organisational and governance changes that FS underwent starting from mid-2021 means that the ABC Risk Assessment and relevant action plan will require updating in 2022 before being finalised.

| OTHER RULES AND POLICIES TO SAFEGUARD

PROCESSES AT RISK OF CORRUPTION

FS ITALIANE SPA ALSO REINFORCED PROTECTION AGAINST CORRUPTION IN 2021 BY ISSUING SPECIFIC RULES AND POLICIES.

Governance model of the FS Italiane Group’s insurance process

Guidelines for sustainable procurement management

Guidelines for the secondment of personnel to FS Italiane Group companies

Clean desk policy

Process for the purchase of FS Italiane SpA goods and services by Ferservizi

Guarantees issued on behalf of Group companies

Internal Audit Charter Guidelines and procedures for remuneration policies

Guidelines for handling disputes regarding joint obligation and sham contracting

Procedure for developing and assigning management positions

Guidelines on the administrative and accounting process for the Group’s purchases

Whistleblowing management procedure

Refreshing the parent’s Ethics Committee

Issue Revision

| WHISTLEBLOWING AND WHISTLEBLOWER REPORT

MANAGEMENT PROCEDURE

On 6 October 2021, FS Italiane SpA’s board of directors updated the Parent’s procedure for handling whistleblower reports40, implementing Law no. 179/2017 (i.e., the whistleblowing law). The procedure governs the receipt, analysis and handling of reports sent (also anonymously) by people from inside or outside the Group on events that could involve illegal or irregular conduct or, in any case, conduct in violation of: i) the 231 Model and the procedures that implement the model and/or the ABC system; ii) the Code of Ethics; iii) the laws or regulations or internal regulations or measures issued by the authorities and/or, in any case, that could cause damage or jeopardise the FS Italiane Group, even just to its image or reputation. The confidentiality and integrity of the whistleblower and the reported parties are guaranteed. FS forbids any type of direct or indirect disciplinary measures, retaliation or discrimination against whistleblowers following the report. The Group’s Code of Ethics, which was updated in February 2018 and is available on the company intranet and website, states that anyone may refer to their company’s Ethics Committee should they have questions or doubts or need clarifications about the meaning and application of the Code of Ethics. They may contact the committee by e-mail, post or using the other communication tools that the company provides. The committee treats the requests seriously, fairly and rapidly. In 2021, FS Italiane SpA’s Ethics Committee received and processed 32 reports, seven of which were closed/archived, and FS Italiane SpA’s Supervisory Body received and processed 14 reports, 12 of which were closed/archived.

FS Italiane SpA set up a computing platform as a preferential channel for managing whistleblowing reports as it immediately ensures the confidentiality of whistleblowers and adequate security measures for the information. The platform may be accessed either via the internet or the company intranet (in the specific section on the “Ethics, Compliance and Integrity” page) to report violations of:

• FS Italiane SpA’s Organisational, management and control model pursuant to Legislative decree no. 231/2001 and implementing procedures • the ABC system • the FS Italiane Group’s Code of Ethics

40) Issued with Group organisational notice no. 73/AD of 17 November 2021.

| ANTI-CORRUPTION POLICY AWARENESS, COMMUNICATIONS AND TRAINING

By implementing the directive criteria of the anti-corruption policy guidelines, the ABC system requires management accountability, a culture of risk prevention and ongoing training and communication, among other important elements.

The guidelines recognise the importance of spreading awareness about anti-corruption to FS Italiane SpA’s management and personnel, which includes specific training and communications projects, with the conviction that knowledge of the rules governing business conduct and a culture of integrity constitute an essential condition for the knowledgeable application of regulations as a means of preventing corruption. In 2021, the Parent published three capsule training sessions on the following topics which were chosen following an internal survey: conflict of interests, contract manager and collaborative oversight agreements with ANAC. These “vertical” sessions follow the e-learning course (rolled out by the Parent between late 2019 and early 2020) which continues to be provided to new hires. In collaboration with the Internal Audit Department, two workshops were held on the ABC safeguards of subsidiaries in relation to ABC Risk Assessment and ABC Internal Quality Review41 to align the methodology of all Group units in charge of managing ABC systems. Specific training was also held in collaboration with other FS Italiane SpA units on individual processes (e.g., “Recruitment process controls” training in the various editions of the recruitment academy for the Group).

OVER 400 MAN-DAYS OF ANTICORRUPTION TRAINING

41) The aim of the Internal Quality Review (IQR) is to check, via interviews and document analyses performed every three years, that the ABC system is compliant with its mission and the reference Group regulatory framework and that the ABC system is being effectively managed, implemented and upgraded.

With regard to communications, alongside the “Ethics, compliance and integrity” page on the FS Italiane SpA website, which summarises the objectives, tools and principles of FS Italiane SpA’s model, in order to share the Parent’s commitment to ethics, lawfulness and integrity with the public, there is another page on the “ABC system” which contains the models prepared by the Parent and other Group companies and other related content which are permanently available. A “searchable” section of Q&As on the ABS system was added to this page in 2021. Ad-hoc initiatives were also planned for communicating, training and raising awareness about risks and sensitive activities for the company and the related prevention tools identified in the 231 Model. The training method was established by preparing a new e-learning module for new hires and a refresher course for the rest of the workforce. With regard to communication, the 231 Model and relevant attachments were published on the company intranet and the general part of the model was published on the dedicated subsection of the “Ethics, compliance and integrity” page of the FS website to emphasise the binding nature of the contractual clauses regarding integrity that require compliance therewith. In 2021, to mark the UN International Anti-Corruption Day, Group top management spoke about the Group’s commitment to adopt an unyielding strategy to prevent and fight corruption using zero tolerance approach and emphasising tone at the top.