Ria Italia Srl

Whistleblowing Policy

1. PURPOSE

  1. This Ria Italia Addendum forms an integral and substantial part of the Ria Group Whistleblowing Policy (the “ Framework Policy ”).

    Capitalized terms used in this Ria Italia Addendum shall have the meanings assigned to them in Section 2 “Definitions” below and in the Framework Policy. In the event of any conflict between the provisions of this Ria Italia Addendum and the Framework Policy, the provisions of this Ria Italia Addendum shall prevail. The Ria Italia Addendum and the Framework Policy may be collectively referred to herein as the “ Whistleblowing Policy .”

  2. For the purposes of this Whistleblowing Policy, “Ria Italia”, “we”, “us” or “our” means Ria Italia Srl, with Fiscal Code: 07782261007, located.

  3. Ria Italia is committed to conducting its business activities with honesty and integrity, maintaining the highest standards of ethical conduct and behavior. To promote and strengthen these standards, Ria Italia has implemented a Whistleblowing Policy for reporting any conduct, including omissions, that constitutes or may constitute a violation or inducement to a violation of European and Italian laws, regulations, values, and principles enshrined in Ria Italia's Code of Ethics and Conduct, Model 231, or company policies and procedures, as further specified below.

  4. The objective of this Whistleblowing Policy is therefore to:

i. Integrate the Framework Policy by taking into account the specificities of Italian law applicable to reporting circumstances according to the whistleblower principles;

ii. Provide an internal Italian channel for reporting any information and/or suspected violations regarding the Relevant Areas that occur in a work context, and help prevent any damage that may be diverted to Ria Italia;

iii. Explain how to obtain more information on the process for reporting irregularities found in accordance with Italian law;

iv. Provide guidance to interested parties on how to report actual unlawful conduct encountered without fear of retaliation within Ria Italia.

2. DEFINITIONS

In this Whistleblowing Policy, the following terms will be defined as follows:

  • “Ria Italia Addendum” : means this document which serves as an addendum to the Policy adopted by Ria Italia and which establishes the specific Italian provisions that concern Ria Italia to ensure a complete and coherent framework for the protection of Whistleblowers in Italy;

  • “Relevant Areas” means all areas, including Italian and EU law, designated by Ria Italia pursuant to this Addendum which, if violated or suspected of being violated, may be reported by a Reporting Party to the designated Reporting Committee;

  • “Reporting Channel” : means the channel designated by Ria Italia, pursuant to this Addendum, to receive from the Reporting Party and manage information relating to violations or suspected violations of Relevant Areas of interest to Ria Italia;

  • "Reporting Committee" : means the body responsible for monitoring the quality and effectiveness of compliance with this Whistleblower Policy, as well as for notifying Reporting Parties of receipt and resolution of Reports of Unlawful Conduct in Relevant Areas reported through the Whistleblowing Channel, directly or indirectly. The Reporting Committee shall have the power to appoint an investigation officer to assist in managing the Report;

  • “ Unlawful Conduct ”: Any action or omission that constitutes or could constitute a violation or inducement to a violation of Italian Law relating to the Relevant Areas.

  • “Directive” means Directive (EU) 2019/1937 of the European Parliament on the protection of persons reporting breaches of EU law;

  • “Euronet” : indicates Euronet Worldwide Inc.;

  • “Ria Group” means all global companies belonging to Euronet and dedicated to financial services when operating as Ria Money Transfer

  • “Italian Law” : means Legislative Decree no. 24/2023 (“Decree”), and any subsequent additions and amendments, implementing the Directive and/or any other regulation applicable to Ria Italia as well as Legislative Decree 231/2001 and subsequent amendments.

  • “Whistleblowing Policy”:  means the Framework Policy which, together with this Addendum of Ria Italia, includes the whistleblower protection program and the minimum standards of such program for Ria Italia;

  • “Ria Italia” : shall have the meaning given above of Ria Italia Srl;

  • “ Report ”: communication from the Reporting Party concerning information relating to unlawful conduct.

  • “Reporting Party”  and/or “ Reporting Parties ” and/or   “Whistleblower” : means the persons who have acquired information on violations of Relevant Areas in a work context within Ria Italia, as provided for in this Whistleblowing Policy;

  • “ Reported Subject ” and/or “ Reporting Subjects ”: the subject and/or subjects to whom the Reporting Subject attributes the Illicit Conduct which is the subject of the Report.

3. POLICY OVERVIEW

1. Scope of application.

Italian law has a broader material scope than the European Directive, as Suspicious Behaviour in Relevant Areas applies to:

  • Violations of EU law (e.g. public procurement, financial services, environmental protection, nuclear safety and data protection);

  • Violations of Italian Law, namely:
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Reports aimed at denouncing situations of a purely personal nature and outside the scope of the legal provisions described above will not be taken into consideration.

2. Reporting Parties.

3.2.1 The Reporting Parties admitted and protected by Reporting in the Relevant Areas pursuant to art. 3 of the Decree are:

a. the employees, in any capacity, of the Company;

b. self-employed workers, including those listed in Chapter I of Law No. 81/2017, as well as those in a collaboration agreement pursuant to Article 409 of the Code of Civil Procedure and Article 2 of Legislative Decree 81/2015, who carry out their work for the Company;

c. workers and collaborators of companies supplying goods or services and carrying out works for the Company;

d. freelancers and consultants who work for the Company;

e. volunteers and interns, paid and unpaid, who work for the Company;

f. shareholders and persons with administrative, management, control, supervisory or representative functions in favor of the Company, even when such functions are exercised on a mere de facto basis.

3.2.2 Reports may be made by the persons referred to in paragraph 1:

 a) when the legal relationship referred to in paragraph 1 is ongoing;

b) when the legal relationship referred to in paragraph 1 has not yet begun, if the information on the violations was acquired during the selection process or in other pre-contractual phases;

 c) during the probationary period; d) after the termination of the legal relationship if the information on the 9 violations was acquired during the relationship itself.

4. PRIMARY ROLES AND RESPONSIBILITIES

1. General framework

1. Reporting Committee

The Board of Directors of Ria Italia is responsible for approving the Whistleblower Policy and implementing the internal Reporting Channel regarding any conduct, including omissions, that constitutes or may constitute a violation or inducement to violation of the Relevant Areas.

Ria Italia has appointed a Reporting Committee, responsible for receiving and managing Reports, composed of:

  • Head of Internal Audit at Euronet

  • the General Counsel of Euronet.

The Reporting Committee is responsible for:

i. receive Reports from Reporting Parties and conduct confidential factual investigations, seeking documents and further information during the investigation process;

ii. communicate with the Reporting Party, the Reported Party and witnesses;

iii. prepare a report on the findings and recommendations to be shared within the Reporting Committee;

iv. seek legal advice on Ria Italia's statutory or other obligations arising from a disclosure made under this Addendum or the application of this Whistleblowing Policy;

v. where relevant, determine how Reports received under this Whistleblowing Policy will be handled if it is necessary to notify government or law enforcement agencies in consultation with the Commission, as appropriate;

vi. where required by Italian law, maintain an updated register of all reports received and internal investigations conducted in compliance with the principles of confidentiality.

The Reporting Committee may appoint an investigation officer to assist in managing the Report. If a decision regarding the Report concerns a member of the Reporting Committee, or if a member of the Reporting Committee is involved in any way with the subject matter of the Report, or if such member, on his or her own behalf or on behalf of third parties, has conflicting interests, even potentially, with the Reporting Party or Ria Italia, such member is required to abstain from participating in any reporting, management, and decision-making activities related to the Report.

4.1.2. Procedures for internal reporting to the Committee Reporting in the Reporting Channel:

i. Ria Italia has implemented its own Reporting Channel equipped with encryption tools to ensure the confidentiality of the identity of the Reporting Party and any other parties involved, as well as the Reported Party, as well as the content of the Report, the relationship, and related documentation. Instructions on how to access these Reporting Channels are provided in Section 5 below.

ii. Ria Italia has appointed a Reporting Committee with the roles and functions described above. The people responsible for managing the Reporting Channel will receive specific training on how to manage the tool.

4.2. Confidentiality and data protection

4.2.1. The Reporting Channel implemented to receive Reports from Reporting Parties on Relevant Areas is designed, established and managed in a secure manner to protect the confidentiality of the identity of the Reporting Party and any third party mentioned in the report, and is designed to prevent access to them by unauthorized persons.

4.2.2. Our Privacy Policy (available on the Whistleblowing Portal) sets out the terms on which we process the personal data we collect from you or that you provide or have provided to us in any other way. Please note that if you act as an employee, any internal privacy notice addressed to you during your employment relationship may apply. Our Privacy Policy is GDPR compliant.

4.2.3. All parties involved in a Whistleblower investigation will have the right to confidentiality to avoid any unnecessary damage to their reputation. Therefore, if you report Misconduct through the Whistleblowing Channel and/or if you participate in or are aware of a Whistleblower investigation, you must keep the matter confidential. The Ria Group will not be able to fully protect the identity of those who disclosed the Whistleblower to third parties.

5. WHISTLEBLOWING MANAGEMENT

1. Report Abuse

5.1.1. Reporting Parties may report any Illicit Conduct through internal and external reporting channels in the relevant Areas. Reporting Parties (e.g., internal staff, external consultants, shareholders) must receive clear information on the channels, procedures, and prerequisites for internal or external reporting.

2. Internal Reporting

  1. Illegal Conduct can be reported to Ria Italia in writing, through IT solutions, or orally (toll-free number or voice messaging).

  2. Specifically, if a Reporting Party reasonably suspects that Unlawful Conduct has occurred or may occur, they can report it using the Whistleblowing Platform. This Platform does not require registration. The Reporting Party may decide whether or not to provide their personal details when filing the Report or when carrying out any follow-up activities.

  3. The Reporting Party may also request an in-person meeting. Oral reports or voice messages must be documented on a device suitable for storage and playback or via transcription. If the voice message is not recorded, the Report must be documented in writing. If transcribed, the Reporting Party may verify, correct, or confirm the content of the transcript by signing it.

  4. In the case of anonymous reports, if timely, detailed, and supported by appropriate documentation, they may be handled by Ria Italia as ordinary reports and processed in accordance with internal procedures. In any case, reports must be recorded anonymously, and the documentation received must be retained. Pursuant to Italian law, if the anonymous whistleblower is subsequently identified and suffers retaliation, Ria Italia will guarantee the same protection provided to non-anonymous whistleblowers.

  5. After receiving a Report through the internal channel, the Reporting Committee:

  • will send the Reporting Party a notice of receipt of the Report within 7 (seven) days

  • will provide feedback to the Reporting Party regarding the Report within 3 (three) months.

6. Ria Italia will make clear information about the Internal Reporting Channel, reporting procedures, and the conditions for making external reports available on the intranet and in a section of the corporate website.

7. The Whistleblowing Portal can be reached at: https://riamoneytransfer.canaldenunciasdev.ovh/riait

5.3  External Reporting

5.3.1 The purpose of this Whistleblowing Policy is to provide an internal mechanism for reporting, investigating, and remedying any wrongdoing in the Relevant Areas. In most cases, it should not be necessary to alert anyone externally, but if you deem it appropriate to report concerns to an external body, it is helpful to consider the following: The National Anti-Corruption Authority (ANAC) in Italy has established an external reporting channel reserved for whistleblowers and third parties, suitable for receiving written or verbal reports. Once the report is received, ANAC:

i. will send the Reporting Party a notice of receipt of the Report within 7 (seven) days

ii. will provide feedback to the Reporting Party regarding the Report within 3 (three) months.

2. The external channel may be used by the Reporting Party if one of the following conditions exists:

  • The mandatory internal reporting channel has not been activated or does not comply with Italian whistleblowing legislation;

  • The Reporting Party has already made an internal report which has not been followed up or managed by the entity;

  • The Reporting Party has reasonable grounds to believe that an internal report would not be effectively followed up by Ria Italia, or that the report itself could entail the risk of retaliation;

  • The Reporting Party has reasonable grounds to believe that the violation may constitute an imminent or obvious danger to the public interest.

5.4  Public Disclosure

5.4. 1 In specific cases, the Reporting Person may make the reported information public if one of the following conditions is met:

  • has previously submitted an internal or external report and has not received a response within the timeframe established by Italian whistleblowing legislation;

  • has reasonable grounds to believe that the infringement may constitute an imminent or obvious danger to the public interest;

  • has reasonable grounds to believe that reporting externally to ANAC could entail a risk of retaliation or there is little likelihood that the violation will be addressed effectively due to the circumstances of the case.

6. PROHIBITION OF RETALIATION AND PROTECTIVE MEASURES

  1. Ria Italia adopts the necessary measures to prohibit any form of retaliation against Reporting Parties, including threats of dismissal, disciplinary measures, or unfavorable treatment for Reporting Parties.

  2. The Reporter may not, by way of example, be fired, suspended, demoted, negatively evaluated, discriminated against or harassed, nor subjected to disciplinary measures or any other sanction as a result of the report made.

  3. Protection against retaliation extends to:

  • to the facilitator (i.e. the natural person who assists the Reporting Person in the reporting process, operating within the same work context and whose assistance must remain confidential);

  • to people in the same work context as the Reporting Person, the person who filed a complaint or the person who made a public disclosure and who are linked to them by a stable emotional or kinship relationship within the fourth degree;

  • to work colleagues of the Reporting Person or of the person who filed a complaint or made a public disclosure, who work in the same work context as the same person and who have a habitual and ongoing relationship with that person;

  • to entities owned by the Reporting Party or for which the same persons work as well as to entities operating in the same work context as the aforementioned persons.

7. DOCUMENTATION MANAGEMENT

1. Personal data will be retained in a form that allows the identification of the individual resulting from the report made by the Reporting Party for a period of time no longer than is necessary to achieve the purposes for which they are processed, expressly providing that the Reports and related documentation will be retained for the time necessary to process the Report and, in any case, no longer than 5 (five) years from the communication of the final outcome of the proceedings, unless a longer retention period is necessary to comply with applicable laws.

8. APPROVAL AND REVIEW OF THE POLICY

  1. Collective responsibility for this Whistleblower Policy rests with Ria Italia's Board of Directors. Day-to-day management is the responsibility of Ria Italia's designated Whistleblower Committee and Investigation Officer. Ria Italia employees seeking more information about this policy may contact their manager or the Investigation Officer.

  2. This Whistleblowing Policy will be reviewed by the Board of Directors of Ria Italia from time to time in light of any legislative or structural changes to the organization.