HITACHI RAIL

Ethics & Compliance at Hitachi RailH I TAC H I R A I L . C O M

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Our Code:

Our Compliance Policies & Procedures:

At Hitachi Rail, we know that by conducting our businessethically and responsibly, we create value for our stakeholders.
We care deeply about our workforce, business partners,communities, and others. The Hitachi Group Code of Ethicsand Business Conduct (our Code) is an essential reference
tool that guides our workforce. Hitachi Rail provides mandatory
training annually to its workforce - senior management and all
employees - on our Code.

The Hitachi Rail Compliance Programme includes internal
policies and procedures that define ethical conduct
requirements for Hitachi Rail’s workforce, ultimately mitigatingcompliance risks across the organisation.

Hitachi Rail similarly expect business partners that we transact, orhave business relationships with, to conduct business ethically andresponsibly. Our Expectations of Business Partners details theethical and fair business conduct that we expect of them.

Our Compliance Programme:
Hitachi Rail maintains a culture of integrity and values its
reputation for the highest standards of sincerity, accountability,and lawful, ethical conduct. Maintaining this reputation isessential to ensuring the continued trust and confidence of ourbusiness partners and the wider community.
The Hitachi Rail Compliance Programme develops and maintains
this culture by implementing measures to prevent, detect andrespond to compliance risks and misconduct.
Our Compliance Programme, as documented in our internal
Global Business Management System, consists of three pillars:f Architecture — how the Programme is structured;f Implementation — how the Programme is deployed; andf Effectiveness — how the Programme works in practice.
This infrastructure provides for governance and oversight as wellas the necessary framework and tools to manage, measure, andimprove the Compliance Programme to identify and mitigate
potential risks to the Company. Our Compliance Programmeis benchmarked periodically against industry and global bestpractices and aligns to Hitachi Group compliance standards,including the U.S. Department of Justice’s requirements1 for aneffective ethics and compliance programme.

These compliance policies and procedures provide guidanceand set requirements for Hitachi Rail’s workforce, or others whenrepresenting or conducting business on behalf of the Company.
Our policies and procedures seek to ensure Hitachi Rail’s
compliance with all laws and regulations in effect wherever we
do business. The requirements articulated in our policies andprocedures are summarised below:
Anti-Bribery & Anti-Corruption — We refuse to pay or accept
bribes. We act with integrity when engaging with public officials
and the private sector. We do not pay fictitious or ambiguous
expenses. We prohibit ‘grease’ payments and do not makepolitical donations. We know and screen business partners.
f Business Courtesies — We do not give or accept businesscourtesies (gifts, travel, entertainment) to influence businessdecisions and ensure compliance controls for pre-approvals.
f Donations and Sponsorships — We review donations andsponsorships to avoid the perception of bribery or corruption,
we only give to or sponsor eligible and legitimate recipients,
and we ensure any donations or sponsorships are aligned to
our Hitachi strategy and values.
Anti-Money Laundering — We only conduct business withreputable customers, involved in genuine business activities andwhose funds come from legitimate sources. We implement controls
to prevent, detect and respond to money-laundering risks.
Books & Records — We present honest and accurate financial
and business records that reflect the economic and commercial
substance of our business activities, consistent with Company
accounting and financial management rules and policies.
Compliance Due Diligence — We act with integrity and expect
the same of those with whom we do business. We screen ourbusiness partners and customers to ensure they operate to thehighest standards of integrity and quality.
Conflicts of Interest — We avoid conflicts of interest, or theperception thereof and always make decisions based on what is
objectively best for the Company, rather than ourselves.

1

Evaluation of Corporate Compliance Programs, U.S. Department of Justice Criminal Division, March 2023, www.justice.gov/criminal-fraud/compliance.

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Export and Trade Compliance — We comply with nationaland international export control regulations that control the crossborder transfer of our products and services, as well as any
economic sanctions and customs laws and regulations.
Fair Competition — We compete fairly in the marketplace and do
not inappropriately share information or enter agreements to divide
or allocate markets or customers, fix prices, manipulate bidding,or abuse or exploit our market position for unfair advantage.
Fraud Prevention — We prevent and detect fraud by maintaining
a secure and transparent business with appropriate controls andsegregation of duties.
Modern Slavery — We are committed to maintaining a cultureof integrity and openness in all our business dealings andrelationships. We take reasonable measures to minimize risks ofmodern slavery and forced labour in our business, operations,and value and supply chains.
Privacy and Personal Data Protection — We respectindividual’s privacy rights. We responsibly handle personal data
entrusted to us. We provide a high level of protection of personal
data and use, store, and protect data in compliance with relevantlaws and regulations.
f Data Protection Impact Assessments — We collect, handle,and protect personal data responsibly.
f Personal Data Breach Incident Management — We
protect personal data we process and take precautions toprotect it from unauthorised access and disclosure.
f Data Subject Access Requests — We respect individuals’
rights regarding their personal data.
Intellectual Property — We rigorously protect the intellectual
property that we create, acquire, and use and we respect theintellectual property rights of others. We apply the same highstandards of protection to any third-party intellectual property in
our custody.
Respectful Workplace — We provide a respectful, safe,
dignified, and supportive environment for our workforce. We
embrace our diversity and promote trust and fairness. We do nottolerate workplace-related discrimination and harassment.

Whistleblowing & Speak-Up — We promote a speak-up culture
whereby anyone can report, in good faith, actual or suspectedviolations or breaches of laws, regulations, our Code of Ethics andBusiness Conduct, or our policies. We do not tolerate retaliation.
The Compliance function may, from time to time at its discretion,
supplement this list with additional policies and procedures if arisk assessment identifies additional risk areas or changes in thebusiness, or if relevant laws and regulations mandate it.
All our internal compliance policies and procedures are readily
available to our workforce on a dedicated ethics and compliancesection on our intranet, and Hitachi Rail provides annual training
to its workforce on all topics covered by our internal policies
and procedures.

Whistleblowing & Speak-Up: How to Report Concerns
Actual or suspected violations of laws, regulations, the Code,and/or Hitachi Group or Hitachi Rail policies can be reported
to speak-up channels. Anyone internal or external to theCompany can report via the Global Compliance Hotline or
any other eligible speak-up channels, including Hitachi RailManagers, members of the Legal & Compliance or HumanResources teams, and supervisory bodies for Hitachi Rail STS
SpA at odv@hitachirail.com, and for Hitachi Rail Spainat odc_spain@hitachirail.com.2
The Hotline is available 24/7 and anyone can file a report
online, or by telephone using one of the local numbers listed. Youcan report anonymously where permitted by law, and Hitachi Rail
has a zero tolerance for retaliation of any kind against personswho report concerns in good faith.
If you have Questions about the Hitachi Rail’s
Whistleblowing & Speak-Up Programme, reach out to us at
SpeakUp@Hitachirail.com.

2

See our Privacy Notice for non-hotline speak-up channels.

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Supervisory Bodies and Organisation, Managementand Control Models:Supervisory bodies, in keeping with the principles of autonomyand independence, are constituted for Hitachi Rail entities oroperations where required in accordance with local laws andregulations. Supervisory bodies generally are responsiblefor carrying out the internal control process designed toprovide reasonable assurance regarding effective and efficientoperations; reliable financial reporting; and compliance withapplicable laws and regulations. Hitachi Rail entities meet thethreshold requirements for supervisory bodies under local law
and regulation in Italy, Spain, and Germany.
Where appropriate, Hitachi Rail adopts appropriate measures
to prevent liability in accordance with local laws with theimplementation of specific protocols and control models.
This includes the Organisation, Management and Control
Model (“Model 231”) in accordance with Italian Legislative
Decree 231/01 for Hitachi Rail STS SpA, designed to prevent
potential crimes committed by Directors, Statutory Auditors,executives, employees or any person that has a contractual,financial or commercial relationship with Hitachi Rail. The “Model231” is regularly updated following regulatory and organisationalchanges. Furthermore, this regulatory framework is replicated todifferent geographical areas when required, with consideration ofrelevant national specificities.

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Our Regulatory Reporting:
Hitachi Rail complies with regulatory requirements to publicly
provide statements or reports in jurisdictions where this isrequired as it relates to modern slavery or forced labour,
supply chain due diligence, and gender pay gap or equality
indexes. Public statements or reports related to other areas
may additionally be added in keeping with any changes in theregulatory landscapes where Hitachi Rail operates. Please see
our Regulatory Reporting section for the latest statementsor reports.
This summary was prepared and issued by Hitachi Rail’sGroup Chief Compliance Officer on 5 July 2024.

Jaclyn Jewell
Hitachi Rail Group Chief Compliance Officer

Hitachi Rail also adopts appropriate measures and models, whererequired, aligned to local legal requirements and supervisory
bodies for entities in Spain and Germany.
Please see our Supervisory Bodies and Organisation,
Management and Control Models section for latest, relevant
information and control models.

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