Specific Code of Conduct

1. Prohibition of Bribery and Corruption

   Sansan will not engage in the following acts:

   1. Bribery of public servants, etc.

      Regardless of whether in Japan or abroad, directly or indirectly providing, or promising or proposing to provide a public servant or person with equivalent status (hereinafter “public servants”) cash or other benefits with the intention of influencing his/her service acts, or approving our employees or business partners to take such action

      Note: “Public servants” are defined as follows:
      (1) Employees of governments and local governments both in Japan and abroad
      (2) Officers and employees of government-related companies and government-related entities
      (3) Officers and employees of companies who are treated as public servants according to laws or regulations
      (4) Officers and employees of international organizations
      (5) Officers and employees of businesses that have been granted authority by governments and local governments, both domestic and foreign, or by international organizations
      (6) Officers and staff of political parties
      (7) Candidates for public office
      (8) Relatives, etc. of (1) through (7) above

   2. Bribery of persons other than public servants

      Regardless of whether in Japan or abroad, directly or indirectly providing, or promising or proposing to provide officers or employees of another business operator (regardless of whether it is a company or natural person) cash or other benefits for the purpose of acquiring or maintaining business opportunities and with the intention of having the officers or employees to engage in an illegal or unjust conducts, or approving our employees or business partners to take such action

   3. Bribe-taking

      Regardless of whether in Japan or abroad, demanding, promising to accept or accepting from another business operator, public servant, etc., cash or other benefits in exchange for provision of business opportunities

   4. Aiding/abetting; mediating

      Aiding and abetting or mediating bribery, or participating in conspiracy related to bribery and corruption

   5. Facilitation payments (including cases when it is not prohibited by the laws of the country/region concerned)

2. Thorough securing of an appropriate hospitality

   Providing or receiving hospitality, such as entertainment, meals or gifts, will be done in compliance with laws and social norms that apply to Sansan as well as making sure that they will be within the proper extent so that their appearances will not invite any doubt or distrust.

3. Thorough securing of appropriate transactions

   All transactions conducted by Sansan shall be completed appropriately, fairly, with transparency and with details for which the proportionality of its service and compensation can reasonably be presented.

4. Thorough record-keeping

   Sansan will keep accurate and appropriate accounting ledgers, etc. with reasonable details regarding all transactions and dispositions of assets as a proof that no corrupt acts are being conducted.

5. Establishment of structure for the purpose of preventing bribery and corruption

   1. Making well known of bribery and corruption prevention

      In an effort to be thorough in the aforementioned bribery and corruption prevention, Sansan has established “Compliance Regulations” and “Bribery and Corruption Prevention Regulations” as internal regulations to be strictly followed by all officers and employees. At the same time, we also conduct employee education in order to deepen their understanding of these regulations.

   2. Establishment of Compliance Committee

      We hold a compliance committee meeting at least once a year comprising the Representative Director (chairing) and directors, as well as the heads of internal auditing, legal affairs, and HR, so as to lead to the advancement of the maintenance and operation of our compliance structure depending on Sansan’s business developments and status of organizational structure, through the understanding and close investigation of potential and apparent risks, especially bribery and corruption prevention.

   3. Maintenance and operation of internal reporting structure

      We have established “Internal Reporting Structure Regulations” in an effort for early recognition and rectification of illegal, unfair and unethical acts, such as bribery and corruption occurring in the Company. In addition, we have set up reporting/consulting contacts for the officers or employees who learn of such acts to report them, and we have also defined an appropriate protection system for whistle-blowers and disciplinary actions, etc. for violators.

   4. Internal audit

      Regarding the maintenance and operation status of the structure for being compliant with laws and regulations, as well as of the Articles of Incorporation of the Company mentioned in the “Basic Policy Regarding the Internal Control System,” audits are conducted by the Internal Auditing Department, an independent organization, to confirm that daily business operations are conducted properly, including recognition of risk of unfair acts such as bribery and corruption. Further, audit status and results are shared with the Audit and Supervisory Committee made up of Chief Executive Officer and external directors, and we have put in place a structure that allows for evaluation/review by the management of such prevention system.