CODE OF

1 Code of Business Ethics 2 Code of Business Ethics A message from our CEO Nancy McKinstry 5 5. Acting Responsibly 25 Media or Investors Inquiries 27 1. Our Code of Business Ethics 7 Social Media 27 What is the Code of Business Ethics? 9 Business Travel 28 Who Must Follow Our Code? 9 Responsible Sourcing 28 Our Responsibilities 9 Environment 28 Guide to Making 10 Responsible 28

2. Raising Concerns and Questions 11 6. Acting with 29 Confidentiality and Anonymity 13 Conflicts of Interest 31 Retaliation is Prohibited 14 Gifts and Hospitality 33 Investigations 14 Editorial Independence 37 Authority to Act 37 3. Respecting and Protecting Our People 15 Political Donations & Activities 37 Equal Opportunity 17 Accurate Business Records 38 , Violence, and Bullying 17 Health and Safety 18 7. Following the 39 Anti- and Anti- 41 4. Safeguarding our Information and Assets 19 Compliance 43 21 Government Contracting 43 Confidential Information 22 Anti-Money Laundering 43 Use of Information Technology 23 Fair Competition 44 Data Privacy 23 Insider Dealing 45

Annex I: List of Global Policies 46 Annex II: Helpful Contact Information 47 Contact Information and Legal Notice 48

3 Code of Business Ethics 4 Code of Business Ethics A message from our CEO Nancy McKinstry

Every second of every day our customers face Our daily operations have to be in line with decisive moments that impact the lives of our legacy, values, and ethical standards – millions of people and shape society for the they are fundamental for how we interact future. We enable healthcare, , , with our employees, customers, partners, legal, and regulatory professionals to be more and society at large, today and in the future. effective and efficient. Our range of expert This expectation comes together in our Code solutions combine deep domain knowledge of Business Ethics – a practical framework with advanced technology and services for how we operate – underpinning the to deliver better outcomes, analytics, and importance of integrity and proper business improved productivity for our customers. behavior. Important to understand is that the Code is subject to annual review and Our Code isn’t just a As a global provider of professional employees will receive periodic training information, software solutions, and services, on topics included in the Code through the document. It’s how we our work at Wolters Kluwer helps to protect Annual Compliance Training Program. Please people’s health and prosperity and contribute take the time to read and understand our " to a safe and just society, while building better Code of Business Ethics and speak up when live our values. It’s our professionals in business. Our customers look you have any questions or concerns. to us when they need to be right – for their clients, their patients, their , and I want to thank you for living our company roadmap for honoring the communities they support. values and acting in accordance with our Code of Business Ethics. our commitments to each Our rich heritage of more than 180 years provides a strong foundation to serve Kind regards, customers in over 180 countries. While much other, our customers, and has changed for the company over this time, some things have remained constant: strong to society. values and business , deep domain knowledge, innovation in technology—and Nancy McKinstry a long-standing focus on the customer. Our CEO & Chairman of the Executive Board deeply rooted values propel us to put the customer at the center of everything we do and honor our commitment to continuous improvement and innovation.

5 Code of Business Ethics 6 Code of Business Ethics 1 Our Code of Business Ethics

• What is the Code of Business Ethics? • Who Must Follow Our Code? • Our Responsibilities • Guide to Ethical Decision Making

7 Code of Business Ethics 8 Code of Business Ethics What is the Code of Business Ethics? Who Must Follow Our Code? Additional Guide to Ethical Decision Making The Code of Business Ethics (Code) sets forth All board members, officers, employees, Responsibilities of It’s important to realize that our Code is the ethical standards that are the basis for and contractors who work for a Wolters more than a rulebook - it is a guide on how our decisions and actions, and for achieving Kluwer company must comply with our Managers and Leaders to behave ethically even when there is not our goals. While our company values serve as Code, regardless of location. Our Code does a clear rule to follow. Whenever you are If you are a manager, you have an guidelines for our employees and are at the not alter the terms and conditions of your uncertain as to the right course of action, important role to model ethical heart of the company’s future success, our employment. A “Wolters Kluwer company” behavior. Here are some guidelines you or if something just doesn’t feel right, we Code provides more specific guidance on how refers to Wolters Kluwer N.V. and its should follow: encourage you to think through the following we live those values. subsidiaries and group companies in which questions as a guide: Wolters Kluwer N.V. holds a majority interest • Help your team understand the Code Our Code contains overarching principles of or the right to appointment the . by reviewing with them the topics that are most relevant to their daily jobs. Not sure: No: business conduct that are supplemented by Wolters Kluwer also expects its suppliers to Is it legal? • Foster an environment where seek help don’t act detailed policies and procedures, many of adhere to the key principles from our Code employees feel comfortable raising Yes which are referenced in this document and through the Supplier . question and concerns. listed in the Annex I. • Take seriously any questions or Is it allowed by concerns raised, engage in active Not sure: No: seek help Wolters Kluwer don’t act Company Values Our Responsibilities listening and provide the individual policy or procedure? We are all responsible for acting ethically with your undivided attention. Remind the employee of the company’s stance and following the principles and rules in Yes on non-retaliation. our Code and other policies that apply to • Evaluate whether a concern raised Focus on Is it consistent with Make it us. We are committed to conducting our by an employee should be escalated. Customer Not sure: the company values, No: Better business in accordance with the and If so, escalate the matter as soon as seek help don’t act Success and the Code? regulations of the countries in which we possible. This may mean contacting a operate. If there is any difference between more senior leader, , Yes a (local) legal requirement and our Code, the Law Department, or the Ethics & Compliance Committee. The need to the most stringent requirement must be report actual or potential misconduct Would the action be followed. When following our Code, we are Not sure: No: surpasses any desire an employee seek help for Wolters Kluwer’s don’t act improving our chances of success and we are Aim High Win as a may have to tell you something “off reputation? enhancing the that we have with our and Deliver Team the record.” key stakeholders, including our employees, Yes customers, , business partners, and suppliers. Also, following the Code helps Would I feel comfortable if my actions appeared you protect yourself and the company’s Not sure: No: seek help on the front page of a don’t act interests. Violations of our Code may lead newspaper? to disciplinary action, up to and including termination of employment. If you have any Yes questions or doubts related to anything described in this Code, Annex II to this Code If you are not sure, we provides contact information to help you encourage you to seek help direct your questions to the right person, before acting department, or .

9 Code of Business Ethics 10 Code of Business Ethics 2 At Wolters Kluwer, we maintain a culture of open communication and safe environment where Raising everyone should feel confident to speak up. We have various channels of raising concerns and questions, including your manager, HR, the Law Department, Concerns and higher management, or the Ethics & Compliance Committee through the SpeakUp system. Questions

• Confidentiality and Anonymity • Retaliation is Prohibited • Investigations

11 Code of Business Ethics 12 Code of Business Ethics If you have questions or concerns, or witness There may be situations where the Code or Retaliation is Prohibited Investigations something that you believe is not in line with other policies require you to seek review or We are all protected by Wolters Kluwer’s The company will review and consider all our Code or other policies, or the law, you are approval from a particular role or function SpeakUp Policy against retaliation for the concerns raised and investigate and/or encouraged to speak up. (for example, the Law Department) before good faith reporting of a potential violation respond as appropriate. If you become taking any action. When in doubt, you can of our Code, the law, or other policies. This involved in an investigation, you have You may report your always ask your manager as to who needs protection also applies if you participate in a responsibility to cooperate fully with concerns to: to review a particular situation or potential an investigation in good faith. Should you the investigation so that we are able to course of action. feel that you or someone else is experiencing successfully investigate and address concerns retaliation, please report that concern that are raised. Confidentiality and Anonymity immediately to the Ethics & Compliance Your direct manager or higher When you speak up, we encourage you to Committee. What does this mean for you? manager within your line of identify yourself as it allows a more effective reporting (for example, your follow-up and investigation. Confidentiality manager’s manager) • Speak up when you have any will be maintained to the extent possible. The concerns SpeakUp system also provides an option to Q • Refer to Annex II with helpful I raised an ethical concern about what report your concerns anonymously, except for contact information to raise your I thought was a violation of the Code. An HR representative certain countries where anonymous reporting concerns to the right person, As it turns out, I was wrong – there is not legally permitted. It is important to department, or organization was no violation. I’ve always been a • Should you feel that you or understand, however, that reporting concerns top performer, but now my manager A member of the Law someone else is experiencing anonymously may complicate or hinder is no longer inviting me to certain Department retaliation, please report that team meetings and is making negative investigations. Additional information and concern immediately to the Ethics comments toward me in front of my instructions for reporting a concern are & Compliance Committee colleagues. Could this be considered The Ethics & Compliance available on the SpeakUp page on Connect. • If you become involved in retaliation and am I protected? Committee, via email an investigation, you have a or through the responsibility to cooperate fully with the investigation SpeakUp system A Yes. When you raise a question or concern in good faith regarding a violation of our Code, the law or any Wolters Kluwer policy or procedure, you are protected against retaliation – even if the concern later proves not to be a See the SpeakUp Policy for more violation. Also, retaliation constitutes information many kinds of negative consequences that you might experience that are a result of you raising a concern. Retaliation is not limited only to termination. If you suspect you have experienced or are experiencing retaliation, please contact the Ethics & Compliance Committee.

13 Code of Business Ethics 14 Code of Business Ethics 3 The success of Wolters Kluwer depends on the dedication and commitment of all employees. This Respecting begins with treating each other with mutual respect, regardless of position or role in the company. Wolters Kluwer supports and upholds human and Protecting and does not tolerate disrespectful behavior, harassment, bullying, or of any kind. Our People

• Equal Opportunity • Harassment, Violence, and Bullying • Health and Safety

15 Code of Business Ethics 16 Code of Business Ethics Equal Opportunity Harassment, Violence, and Bullying Health and Safety What does this mean for you? We are a diverse and global company Wolters Kluwer is committed to maintaining Wolters Kluwer is committed to providing a aimed at creating for our employees, an environment where individuals are treated safe, hygienic, and healthy work environment • Treat your coworkers with respect customers, and shareholders. We foster an with dignity. We do not engage in – and for the safety and health of our employees. and refrain from harassment, inclusive company culture. We do not make the company will not tolerate – any form Wolters Kluwer will implement health and violence, and bullying. Speak up employment decisions based on factors of harassment or discrimination, including safety measures in accordance with applicable to report any concerns, whether it concerns yourself or another such as race, creed, color, religion, sex, age, . Harassment is unwelcome law and regulations. employee. national origin, marital status, citizenship, and offensive conduct that may interfere with • Follow any health and safety sexual orientation, gender identity, ethnicity, a person’s ability to perform his or her work. See the Human Rights Policy for more procedures or instructions at your genetics, , handicap, veteran status, Harassment does not require an intent to information. Several of our businesses offices. or any other status protected by law or offend to be deemed harassment. have additional HR policies in place at • Should you happen to observe a regulation. This includes equal treatment in a country or business unit level, with safety or physical security issue, , hiring, training, compensation, We do not tolerate workplace violence or more detailed guidance on the topics of please report that immediately to the individual(s) responsible for promotion, performance assessment, and bullying, whether in person or online. Violence equal opportunity; harassment, violance, facilities management or to your disciplinary action. and bullying include verbal or physical and bullying; and health and safety. manager. These issues should not threats, or any other acts of aggression or Refer to the (local) intranet or an HR be reported through the SpeakUp violence advanced toward or by an individual. representative for information about system, as they typically require Q It may include physical harm or damage to these policies. immediate attention by someone I’ve noticed that a coworker keeps property. at or near the facility. making references and jokes about another coworker’s sexual orientation. Harassment, violence, or bullying can take The employee who is the target of these many forms and occur in many contexts. For comments does not seem bothered by these references or jokes, but it more information and guidance, please refer seems inappropriate. As I’m not directly to local Human Resources policies or consult involved, should I say anything? an HR representative or a member of the Law Department. A Even if the target of the behavior does not make a complaint, he or she may still be uncomfortable, and Q A colleague has posted an offensive and that behavior is contributing to an discriminatory comment about me on environment that is not consistent with his personal social media page. Is he our Code. That behavior may also be allowed to do that? making other employees uncomfortable at work. You should speak up. A No. We cannot engage in harassment and bullying, whether online or offline.

17 Code of Business Ethics 18 Code of Business Ethics 4 We have a responsibility to handle and use the company’s information and assets with care, Safeguarding­ protecting them from misuse, waste, and theft. Employees must not use company information or assets for illegal or unethical purposes. Assets Information include both physical property (for example laptops) and intangible property (for example software code). and Assets

• Intellectual Property • Confidential Information • Use of Information Technology • Data Privacy

19 Code of Business Ethics 20 Code of Business Ethics Intellectual Property It is equally important that we respect and Confidential Information What does this mean for you? As a provider of information, software protect the intellectual property rights of Information on the company’s activities, solutions, and services to professionals, others, including our customers, vendors, strategies, business data, intellectual Please remember the following when Wolters Kluwer’s rights in its intellectual former employers, competitors, and third property, and financial results often is handling confidential information: property are some of its most valuable assets. parties. Inappropriate use of another party’s confidential. Unauthorized disclosure • Only share confidential information These rights include, for example, our rights in intellectual property may expose Wolters could damage Wolters Kluwer or give unfair if you are authorized to do so. • Make sure to follow company our brands and product names, our editorial Kluwer and you to criminal and civil fines and advantage to others. We respect and actively policies and procedures to share content, and our software products. Generally, penalties. protect the confidentiality of our information confidential information in a safe to the extent permitted by law, Wolters Kluwer and the confidential information of others. and secure manner. For example, owns all intellectual property our employees Examples of respecting Although sharing confidential information a non-disclosure agreement or contractors create during the course of intellectual property with our vendors and our customers to the should be executed before sharing their employment or engagement by the benefit of our mutual business interests is confidential information outside of company. rights: often necessary and appropriate, we need to the organization. • Only share confidential information make sure that we are careful in doing so. • Do not use, disclose, or bring to with other Wolters Kluwer Wolters Kluwer any confidential employees who have a need to What does this mean for you? information or protected intellectual know; if in doubt, confirm with property from a prior employer and management before disclosing Unauthorized use of our intellectual Examples of do not use or take with you Wolters information. property can lead to its loss of value. Kluwer intellectual property when you Confidential • Do not accept the confidential You are encouraged to report any leave. Information information of a competitor. suspected misuse or unauthorized • Do not download, forward, or use use of any Wolters Kluwer intellectual copyrighted materials, such as • Business and financial information, property by a third party to the Law pictures, software programs, or such as non-public financial results Department using the Third Party source code, without a proper license. or forecasts, policies, and IP Use form available in Intellectual Recognize that the availability of strategic plans Property Resources & References on material on the internet is not an • Employee records Connect. indication that the material can be • Existing or prospective customer lists freely used without a license. or data • Respect the rights and restrictions in • terms and conditions any license granted by a third party to • Product details and ongoing research Wolters Kluwer. and development • Intellectual property, such as trade secrets See the Intellectual Property Resources & References page for more information

21 Code of Business Ethics 22 Code of Business Ethics What is personal information? What does this mean for you? We are committed to safeguar­ding the Personal information is information that personal information of our employees, can be used to identify an individual. • When handling personal " Examples include a person’s name, email information, handle such customers, and other stakeholders. address, telephone number, credit card information with care and respect. number information about religion, medical • Taking security measures as information and biometric data. described in the previous section are a good practice to protect Use of Information Technology Data Privacy personal information. Wolters Kluwer permits employees and In the course of our business, we may collect What is a data privacy incident? • Do not use personal information other authorized personnel to access and and store personal information of employees, A data privacy incident is an incident related for any other purpose than use company technology and systems for customers, business partners, and other to the personal information of our customers originally collected for. business purposes. Limited and incidental stakeholders. We respect the data privacy or employees. A data privacy incident leads • Become familiar and follow Wolters personal use is permitted in accordance with of individuals whose personal information potentially to unauthorized access to, Kluwer’s policies and procedures our Acceptable Use Policy. We use company is entrusted with us. Many countries have loss, destruction, or disclosure of personal on data privacy and security. • Know which steps to take to report technology and systems in a responsible data privacy laws that govern how to handle information that is held by Wolters Kluwer. a data privacy incident. If you and secure manner. To protect information personal information of individuals. We Privacy laws require that we report a data suspect a data privacy incident, technology and systems from security are committed to comply with applicable privacy incident without delay. Failing to do alert it to dataprivacyevent@ incidents, such as unauthorized access data privacy laws and with our Data Privacy so may lead to customer complaints or fines wolterskluwer.com and inform your or theft, we take the necessary security Commitments. These guide our company- from regulators. manager. measures. You must report any potential wide approach and express the value we • In case of any questions, please security incidents and suspicious emails. attach to protecting the personal information Examples of data contact your Privacy Office contact. of our employees, customers, and other privacy incidents

stakeholders. See the Data Privacy What does this mean for you? • Wrongfully sent emails (e.g. a wrongful “reply to all” or accidental forward) Commitments for more • Follow any necessary security with job applicant CVs or employee information measures, such as: Q performance evaluation records You receive a call from someone within • Carry your laptop, phone, • A lost letter or package with personal the organization that asks for a list of and other portable devices to information customers and their contact details. airplanes as hand luggage • Personal information published What should you do? • Use a password-protected accidently on an internal or external screensaver and automatic site screen locking feature A • Leaving a document with personal • Log off from your devices when Such a list contains likely personal information on a printer unattended information. You should verify whether • Talking in public about matters • Report any suspicious emails or the requester is authorized to receive concerning personal information attachments via the “Report Email” the information before sharing the • Sharing of login credentials that on the top toolbar of Outlook information. Once you have verified, allowed unauthorized access to • Report any security incidents to ensure the information is sent in a personal information [email protected] secure manner, for example using a • A lost or stolen USB-stick, mobile • Use the approved instant password-protected file. Also ensure device, or laptop with company files messaging and cloud storage that the file is sent to the correct on it containing personal information – Skype for Business, Microsoft recipient. According to local privacy laws • A ransomware attack where personal Teams, and OneDrive and policies, additional requirements information is blocked and no longer • Read the Acceptable Use Policy and may apply. Contact your Privacy Office available follow any required security training contact or a member of the Law Department for advice.

See the Acceptable Use Policy for more information

23 Code of Business Ethics 24 Code of Business Ethics 5 We are committed to protecting our company brand and our reputation to ensure Wolters Kluwer is Acting associated with the highest level of integrity. Our actions have an impact on our employees, customers, and other stakeholders, as well as on Responsibly society and the environment, and therefore we must act responsibly.

• Media or Investors inquiries • Social Media • Business Travel • Responsible Sourcing • Environment • Responsible Advertising

25 Code of Business Ethics 26 Code of Business Ethics Media or Investors Inquiries Social Media Business Travel Responsible Advertising We are committed to open communication Social media enables individuals and When we plan and undertake travel for We are committed to responsible advertising in an effective and consistent manner, in businesses to provide insights, express Wolters Kluwer, we take into account the and marketing of our products and services, accordance with legal requirements, and opinions, and share information within the business need, limiting travel expenses, and preserving our ethical standards, and acting in protecting the company’s interests. Inquiries context of a globally distributed conversation. minimizing our environmental footprint. The compliance with applicable advertising laws. from media or investment communities (such It is a useful medium but can have a negative Global Travel and Entertainment Policy sets This means that we aim to be fair and truthful as shareholders and analysts) must therefore impact if not used carefully. Social media the standards on travel arrangements, travel when we communicate about our products be handled carefully and only by authorized often blurs the lines between our professional safety and risk, and expense reimbursement and services. individuals. and personal lives. guidelines.

See the Global Travel & Entertainment Q What does this mean for you? Q You are preparing an email to a prospect A co-worker is contributing to group Policy and/or local travel and expense about our product offering. You know discussions on LinkedIn and uses policy for more information • Refer all media inquiries to Global the prospect is also considering a publicly available information on Branding & Communication: competitor’s product and you don’t Wolters Kluwer products. Is this subject [email protected]. want to lose this sale. You think the to the Social Media Policy? • Refer all investment community Responsible Sourcing competitor’s product may have some inquiries to Investor Relations: We acknowledge our responsibility in the flaws, but you aren’t sure. Should you [email protected]. A supply chain and therefore work together with highlight those possible flaws in your Yes, when you post to your personal email? LinkedIn account about Wolters Kluwer our suppliers to ensure that high standards products, you should follow the Wolters of professional conduct and ethics are used See the Media Handbook Kluwer Social Media Policy. throughout our supply chain. We review our A No, you should never make statements for more information process critically and are striving that you cannot substantiate. Instead, to achieve an environmentally and socially you should emphasize the strengths What does this mean for you? sustainable supply chain. Our suppliers are of Wolters Kluwer’s offerings without required to comply with key elements from naming competitors. If you feel Some principles for how you can use that comparing our products to a social media appropriately include: our Code via our Supplier Code of Conduct. competitor’s product is necessary, you • You are responsible for the should consult with the Law Department content that you publish See the Supplier Code of Conduct before making any comparative claims. online – do not post anything for more information disrespectful, harassing, bullying, or discriminatory that relates to Wolters Kluwer, our business, our employees, our customers, or our Environment business partners. We are committed to minimizing the impact • Seek approval before you post of our activities on the environment and something on behalf of Wolters complying with the applicable local and Kluwer, unless you are an international environmental laws. We promote authorized spokesperson. and strive to implement environmentally • Do not share non-public information sound business practices throughout our and intellectual property that relates operations. Through our Supplier Code of to our business, our employees, our customers, and our business Conduct we encourage improvement of our partners. suppliers’ environmental performance. • Show consideration for your own privacy and the privacy of others. See the Environmental Policy for more information See the Social Media Policy for more information

27 Code of Business Ethics 28 Code of Business Ethics 6 Our daily operations have to be in line with our legacy, values, and ethical standards – they are Acting with fundamental for how we interact with our employees, customers, and business partners. We are expected to always act with integrity – it is important to realize Integrity that sometimes, the lines between business and personal interest can be blurry and extra caution is recommended to safeguard the boundaries of what is acceptable and what isn’t.

• Conflicts of Interest • Gifts and Hospitality • Editorial Independence • Authority to Act • Political Donations & Activities • Accurate Business Records

29 Code of Business Ethics 30 Code of Business Ethics We avoid activities and interests 3. Financial or Investment Interests Examples of potential Conflicts of interest can also occur when conflicts of interests you or an immediate family member has that could interfere with our job that must be disclosed: " a financial or investment interest in a competitor, supplier, or customer of Wolters responsibilities. • An employee’s daughter works in Kluwer. These interests must be disclosed to sales at a vendor and receives a your manager and an HR representative. As an commission for all sales made to exception, minor investments (less than 1% of Wolters Kluwer Conflicts of Interest 2. Personal Relationships the total ) in publicly-traded companies • A manager is dating a team member • An employee’s spouse is a board As ambassadors of Wolters Kluwer, we all have Personal relationships can include family do not need to be disclosed. member at a competitor an obligation to act objectively and in the relationships, romantic relationships, and • The partner of an employee has a friendships involving a personal or financial What is an immediate family member? best interests of the company. To do this, we major financial interest in a customer must avoid any actual or potential conflicts of interest with a colleague, such as two Immediate family members include children, interest and disclose them should they arise. employees who are roommates. For those dependents, parents, siblings, spouses, who are supervisors, managers, executives, or domestic partners, or other members of a Examples of potential otherwise in sensitive or influential positions household. What is a ? conflicts of interests A conflict of interest arises when our personal or involved in hiring, firing, promotion, interests or relationships (or the personal or compensation 4. Outside Board Memberships that must be pre- interests of a family member or close friend) management decisions, these relationships Serving on a board for another organization approved: interfere or are inconsistent with the interests must be disclosed to your manager and an HR (commercial or non-profit) can lead to a of Wolters Kluwer. This includes situations representative. conflict, especially if you serve on a board of a • An employee wishes to take up a second job where you use or could use your contacts company that competes with Wolters Kluwer. • An employee is offered a board or position in the company to advance your What should I do in case of a (potential) Proposed paid board memberships, and any membership at a non-profit conflict of interest? board memberships in a competitor, supplier, or your family member’s personal, private organization that is also a customer business or financial interests. Even a or customer must be pre-approved by your situation that merely creates the appearance Discuss and disclose it to your manager and an HR representative. What does this mean for you? of can be detrimental to the company. manager and an HR representative. 5. Corporate Opportunities • Always act objectively and in the We do not take opportunities for ourselves How do I identify a conflict of interest? best interest of the company that we discover or create through our A conflict of interest may arise in many ways. The company will conduct a • When you think you may have Common types of potential conflicts include: careful review of the situation position at Wolters Kluwer or through a potential conflict of interest, to determine whether the company information or resources. If you discuss and disclose this to your 1. Outside Employment situation creates a conflict or the learn of a business or investment opportunity manager and an HR representative • Obtain pre-approval from your Having a second job outside of Wolters Kluwer appearance of a conflict. that is within our company’s scope of manager and an HR representative can create a conflict or the appearance of business, you may not participate in the for (potential) conflicts of interest business or make the investment without a conflict conflict if it interferes with your that require approval disclosing the opportunity and obtain written responsibilities to Wolters Kluwer. Any Based on this review, the company • Use company property or employment or paid engagement outside will determine the appropriate pre-approval from your manager and an HR information, or your position, only of Wolters Kluwer must be pre-approved course of action. representative. to advance the company’s interests in writing by your manager and an HR and not for personal gain • Your division or business unit may representative. It is prohibited to start up a have additional policies in place competing activity or be employed by any Some types of (potential) conflicts on conflicts of interest, that may be of interest must be pre-approved. entity that competes or does business with stricter or provide more detailed Wolters Kluwer. guidance. Refer to your (local) intranet or an HR representative for information about local policies.

31 Code of Business Ethics 32 Code of Business Ethics What kind of gifts and hospitality are not Q We do not accept or offer gifts or allowed? I received a gift that exceeds the hospitality that impact our or anyone We do not give or receive gifts and hospitality monetary limits set forth in this Code. " that are: What should I do with it? else’s ability to make impartial • cash or cash equivalents (e.g. gift certificates or gift cards) or securities, except where part A When you are offered a gift that exceeds of a company-approved incentive program business decisions. the monetary limits, you should politely • given or received routinely such that it decline and explain that accepting the appears to be a pattern gift would be violating Wolters Kluwer • given or received in exchange for favors or policies. Gifts and Hospitality What kind of gifts and hospitality are preferential treatment In any situation where you have already received a gift that is prohibited by the We do business in many different parts of allowed? • given or received during a contract Code, you should do the following: the world. While we appreciate and respect When we give or receive gifts and hospitality, negotiation, tender process, or vendor

cultural differences and norms, we must be we ensure that these meet the following selection process careful that our giving and receiving of gifts criteria: • offensive, sexually oriented, or violating our Inform your manager and hospitality do not impact (or appear to • the gift or hospitality is modest in value, commitment to respect others impact) our objectivity. We must never use our and in any case does not exceed $/€ 100 • given while there are any indications that position at Wolters Kluwer to solicit gifts and or local currency equivalent, or, if less, the the recipient will conceal it from his/her With assistance from your manager and if necessary, a hospitality. Similarly, we must never accept or monetary limits set forth in local policies employer member of the Law Department, offer gifts and hospitality that are intended to • the gift or hospitality is reasonable and • given while there are any indications that determine how to resolve it influence a business decision. appropriate given the circumstances the recipient is or would be acting in bad • the gift or hospitality is in compliance with faith by receiving the gift or hospitality law, this Code, and local policies • given while there are any indications that it Examples of is not permissible for the recipient to accept Sometimes it might be possible to return the gift, explaining that the gift or hospitality on the basis of his/her appropriate gifts Gifts or hospitality to or from public officials while thoughtful, the gift does own code of conduct or other policies always require pre-approval from the Law not comply with our policies What is an appropriate gift depends Department as more stringent criteria may on the circumstances. In general, apply. See the next page for more information. appropriate gifts and hospitality include: Q In other cases, the gift may be When offering gifts and hospitality, we I received a gift card from a supplier for a • Promotional material with the donated to charity or shared also ensure that associated expenses are small amount. May I accept it? company logo amongst many employees so that • Meals of modest value during accurately recorded and accounted for in our it does not appear to create a business meetings books and records. A conflict. For example, a large gift • Tickets to local sporting or cultural No. Offering or receiving cash or cash basket that seems excessive can events, while no business decision is equivalents, such as a gift card, is be shared in an office breakroom pending prohibited by this Code no matter the amount. Even modest gifts of cash or cash equivalents are not allowed.

33 Code of Business Ethics 34 Code of Business Ethics Are we allowed to offer gifts or hospitality to Invitations to Business, Cultural, or Sporting What constitutes a What does this mean for you? a public official? Events public official? We must exercise extreme caution before Attending customary sporting events must • You must never accept or offer gifts offering any gifts and hospitality to public be limited. We may not attend more than How a “public official” is defined and hospitality that are intended to officials as there are special rules and depends on a variety of factors, two cultural or sporting events per business influence a business decision. requirements that apply. In some countries, including the relevant country. As partner in a year. This also applies for • You may not accept or offer gifts offering any gifts or hospitality to a public a minimum, a public official is any situations where we invite business partners and hospitality to public officials, unless pre-approved by the Law official is not allowed at all. Any gifts, person who is appointed by the public (for example, a customer), as well as for Department. entertainment, meals, travel, or other authorities to perform a function that situations where we are invited by business has an undeniably public character • If you receive or propose to offer hospitality proposed to be given to a public partners. In situations where a specific to carry out some of the powers of a gift or hospitality that does not official must therefore be pre-approved by the business decision involving the inviting the state or its official agencies. This meet the criteria of this Code, you Law Department. includes any individual who holds a business partner is under consideration, the are required to discuss it with your legislative, administrative, or judicial invitation may not be accepted. Invitations to manager and a member of the Law position of a foreign, national, local, or cultural or sporting events that are not usual Department. • Do not accept invitations for events municipal government, whether elected and customary (e.g., The World Cup, Super Q when a business decision involving My business is hosting a conference and or appointed. Public officials may also Bowl, Olympic Games, or others that span the inviting business partner is some of the attendees will be public exercise a public function for a public more than one day) may not be accepted under consideration. officials. Can we provide meals and small agency or public enterprise. Common without pre-approval from your manager and • Obtain prior approval from your gifts to the attendees to thank them for examples of public officials are: the Law Department. Where Wolters Kluwer manager and the Law Department participating? • Employees of national, federal, state, has purchased season tickets, the use thereof for invitations to events that are regional, and municipal bodies must be rotated among employees. not usual and customary. A • Political candidates or an officer or • Obtain prior approval from your You may not provide anything of value employee of a political party manager and the Law Department to a public official unless you have Invitations to attend business related • Officers or employees of public for invitations to business related pre-approval from the Law Department. meetings where the costs are excessive, institutions such as the World Bank meetings where the costs are In some jurisdictions, providing even and the business purpose seems unclear and the United Nations excessive. modest meals or snacks is prohibited to • Employees (including doctors and (e.g. a trip to a resort, where travel and • Always observe (local) laws on public officials and, in general, gifts are nurses) of public hospitals accommodations are to be included) must not giving and receiving gifts and never allowed. • Professors and employees of public be accepted without pre-approval from your hospitality. • When you have any question or universities manager and the Law Department. doubt, contact your manager or a • Employees of government-owned or -controlled companies (for example member of the Law Department. oil and gas companies) Q • Employees of partially nationalized I would like to give a potential customer, banks while we are bidding for a new contract • Custom officials with that party, tickets for a sporting • Members of armed services event. Is that allowed? • Arbiters or mediators A No, that is not allowed. It is inappropriate to offer tickets for a sporting event to a potential customer while there is a business decision pending, such as a tender or request for proposal process. This may appear to influence the customer.

35 Code of Business Ethics 36 Code of Business Ethics Accurate Business Records We only take action on behalf of We are required by law to maintain accurate Q You are preparing a report that shows Wolters Kluwer when we are authorized financial records and follow our internal the client renewals your group signed " controls. Inaccurate financial reporting would last month. The number is lower than to do so. damage the trust and reputation that Wolters usual, and a co-worker tells you can just Kluwer has established with its employees, include the renewals that have already customers, shareholders, and other signed this month in last month’s report. Should you do this? Editorial Independence Authority to Act stakeholders. Our company is committed to delivering Acting with honesty and integrity also means A high quality and accurate content based that we only execute agreements, or otherwise Since accurate business records play a vital No, you must never intentionally role in assuring the maintenance of high on interpretation, best practice, analysis, commit Wolters Kluwer, when we have been misrepresent any information in a and guidance relating to legal, market, and specifically authorized to do so. Authorization ethical standards, we have a responsibility to business record you create for the other sources. We strive to be impartial can be based on specific powers of attorney record transactions accurately, completely, company, regardless of whether you and to reflect accurately the legal, financial, or general authorization guidelines, and and in a timely manner. Never make false or think it causes harm. health, and professional landscape and all based on your functional role. If you are artificial entries in any company records, or significant variations of opinion regarding ever uncertain about whether you have the alter the documents used to support these interpretation or best practice. We avoid authority to bind the company, please contact records. Our financial statements must fairly bias, defamation, and conflict of interest your manager and obtain written permission. and accurately present the financial condition in approaching a subject and in the of the business. Intentionally reporting false development of our products. We commission Political Donations & Activities financial information or any other business experts in their fields to provide us with the Everyone is free to participate in the political records is strictly prohibited. latest professional information on a range process as private citizens, in their own of relevant issues. We allow our editors time, and at their own expense. We are not Records Retention independence in their decision making, permitted to make political contributions Business documents and records are free from external pressure to foster a free on behalf of Wolters Kluwer, or to support important company assets. They contain data exchange of ideas. Across our different a political party, candidate, or campaign, and information critical to the continuity businesses, we provide mechanisms for by using Wolters Kluwer funds or resources of our business, preserve information reader and customer feedback. (including an employee’s working time), unless necessary to protect our legal rights, and the Executive Board has provided explicit pre- support and document , tax, and other approval. When you make personal donations regulatory requirements. We are prohibited to political parties or express political views from tampering with company records or you should avoid any reference to Wolters removing or destroying them prior to the later Kluwer (unless required by applicable law), of the dates specified in company retention and you should make it clear that you are policies or legal hold restrictions. Retention acting on a personal basis and not on behalf and destruction policies can be very specific, of Wolters Kluwer. depending on local requirements and regulations.

37 Code of Business Ethics 38 Code of Business Ethics 7 We do business in various countries around the globe. It is our responsibility to understand and Following follow all laws that apply to our business. In some cases, laws from one country apply to and govern our activities elsewhere in the world. For these reasons, the Law it is important to follow this Code and other policies that help establish how we remain in compliance with laws.

• Anti-Corruption and Anti-Bribery • Trade Compliance • Government Contracting • Anti-Money Laundering • Fair Competition • Insider Dealing

39 Code of Business Ethics 40 Code of Business Ethics Facilitation payments What does this mean for you? We do not offer, solicit, give, or receive Wolters Kluwer also prohibits facilitation bribes, either directly or through a third or “grease” payments. These are generally • Do not offer, solicit, or receive " small payments made to public officials bribes. party. (such as government employees) who • Report to your manager and a secure what should be a routine action, member of the Law Department for example processing a visa or issuing a or use the SpeakUp system if you are offered a bribe or requested to required permit. Facilitation payments do make one. not include official payments for a service Anti-Corruption and Anti-Bribery What constitutes a bribe? • Do not provide “facilitation available to everyone (for example, an Most countries have strict laws prohibiting The definition of bribe is very broad and can payments” even if they are small expedited passport processing fee). If you corruption and bribery – and those laws depend on the relevant country, but includes or legal in the country where believe that your personal safety requires requested. If you are unsure extend to the activities of our company, anything of value intended to secure an you to make a facilitation payment, you may whether something qualifies as a wherever in the world we operate. Wolters improper advantage, favorable treatment, or facilitation payment or believe the influence the recipient’s decision-making. make the payment, but must contact the Law Kluwer strictly prohibits offering, soliciting, payment is required, please contact Department and disclose the payment as soon giving, or receiving any bribes – even if they Examples include money, gifts, entertainment, a member the Law Department. as you are safely out of the situation. are custom in a given country or culture. Our travel, hospitality donations, discounts, • In extraordinary circumstances, zero-tolerance policy on bribes applies to: personal favors (such as hiring a relative), if you believe that your personal promises, and benefits. Evaluating third parties safety requires you to make a Our high standards of integrity and legal facilitation payment, you may make • Both public and private sectors. However, compliance also apply to third parties who the payment, but must contact the dealing with public officials creates a help us conduct business. These third parties Law Department and disclose the heightened level of risk. Therefore, any Q payment as soon as you are safely A local sales agent acting for Wolters are sometimes referred to as “intermediaries.” gifts, entertainment, meals, travel, or out of the situation. Kluwer has requested a $10,000 payment Intermediaries are individuals or companies other hospitality proposed to be given to • Record all payments and receipts to be made to him to cover the cost like sales agents, sub-distributors, resellers, honestly and accurately. or received from a public official must be of “meeting expenses” in order for a partners, custom brokers, • Clearly document arrangements pre-approved by the Law Department. See meeting to be arranged with a new consultants, or sub-contractors. We strive made with intermediaries. If you the Gifts and Hospitality section for more prospect. Should we agree to pay this to work with third parties who share our notice that such documentation is information. additional amount? values and our commitment to integrity and lacking or if there is any unclarity • Our employees and all third parties that act about the role of a certain compliance with laws and we take a risk- on behalf of Wolters Kluwer. This means that A intermediary, you must contact based approach when evaluating them. The we must take adequate measures to prevent No, not without more information that your manager and a member of the would reasonably explain the expenses actions of these parties can impart corruption bribery from happening, either directly by Law Department. this fee will cover. Unusual expenses or and bribery risk on Wolters Kluwer, so we our employees or by third parties acting on • Verify that an appropriate and risk- expenses that are not clearly explained must be careful in how we select our business based due diligence check has been our behalf, as these actions can be seen as are a red flag for bribery and corruption partners. The services and fee arrangements done to evaluate intermediaries and bribery by Wolters Kluwer even if we did not because the additional funds received made with intermediaries must be clearly document this verification. specifically know or approve of the third could be used by the agent to bribe the • Look for red flags when doing documented. party’s actions. prospect. Distributors, sales agents, and business with third parties, such as • Both directly and indirectly. This means other third parties who act on behalf requests for unusual or excessive of Wolters Kluwer may not engage in that bribes cannot be offered indirectly to commissions or discounts. activities that would be prohibited if the recipient by offering them to a family they were performed by an employee of member, or a company or charity owned or our company directly. In this situation, run by the intended recipient. you must contact the Law Department to ask for advice.

41 Code of Business Ethics 42 Code of Business Ethics Trade Compliance Government Contracting Fair Competition What does this mean for you? We comply with applicable international Whenever we are pursuing business or We work hard to win the business and trust trade laws, including economic sanctions, entering with government entities, of our customers and are committed to doing • Do not discuss or enter into export controls, and anti-boycott laws. These we need to be mindful that special rules apply so fairly. This means that we comply with all any type of agreement or laws impact where and to whom we are that may be different and stricter than how we competition and antitrust laws that apply to understanding with any competitor allowed to provide products and services. interact or contract with commercial entities. us. Certain types of agreements or activities relating to: • pricing, or any matter that Trade compliance laws can be complex and Failure to follow these strict rules may not with customers, competitors, or suppliers affects pricing including costs, change frequently based on national security, only lead to fines and penalties but could may have an anti-competitive impact and discounts, or credit terms political, and economic factors. Failure to result in Wolters Kluwer being barred from can damage our company. These are complex • bids, including whether or how comply with these laws could jeopardize the doing business with the government. areas of law and you should reach out to the to bid company’s reputation and could result in a Law Department with questions. • allocation of markets, loss of revenue and severe criminal and civil geographies, customers, or lines penalties being imposed on the company and What does this mean for you? of business • hiring practices, salaries, and our employees. benefits • If you do enter a contract with a Q I was asked to participate in a trade • Avoid contacts of any kind with government entity, it is important association meeting. I know competitors competitors that could create Current High-Risk to periodically review the will be present. Should I be concerned the appearance of improper contractual requirements to ensure Countries about fair competition issues? agreements or understandings. that we are compliant. • Do not share Wolters Kluwer’s • In case of any doubt or question, Wolters Kluwer is not allowed to sell confidential information with a please contact a member of the A products or services (either directly competitor and do not accept Law Department. Yes, participating in trade and or indirectly through an agent or professional associations requires a competitor’s confidential distributor) to a party in a country or special consideration to comply with information. This includes region that is subject to comprehensive fair competition laws. Exchanging information like pricing, terms economic trade sanctions without pricing or other confidential or sensitive and conditions of sales, costs, approval from the Law Department. Anti-Money Laundering business data among competitors distribution methods, hiring plans, Currently sanctioned countries and Money laundering occurs when the money or including contract terms and negotiating and salaries. regions are: assets from a crime (for example, terrorism positions, whether within a trade or • Do not restrict competition against • Cuba professional association or not, is other market participants wholly or • Iran or drug dealing) are hidden or “cleaned” always a concern. You should contact in some limited fashion. • North Korea through legitimate business transactions. the Law Department for advice before • If approached by a competitor • Syria Terrorism financing occurs when money is agreeing to participate. about anything prohibited, make • Crimea region of Ukraine intended or knowingly to be used for acts that it clear that we are not agreeing are associated with the support of terrorists to anything and do not want Although Russia is not subject to or terrorist . We follow all their confidential information. comprehensive sanctions, there are applicable anti-money laundering and anti- End contact with that person numerous sanctioned parties immediately and contact the Law terrorism financing laws and do not knowingly located in Russia; accordingly, extra Department as soon as possible. care shall be taken in our dealings with deal with criminals or terrorists or engage in Russian individuals and entities. Also be transactions that we have reason to believe aware that sanctioned individuals and are attempts to launder money or that would entities can be from any country. The otherwise violate these laws. Trade Compliance Policy provides more detailed information about appropriate screening.

See the Trade Compliance Policy for more information

43 Code of Business Ethics 44 Code of Business Ethics Insider Dealing What does this mean for you? Annex I: List of Global Policies The basic for trading securities on a stock exchange is that everyone involved in • If you are aware of inside the transaction should simultaneously have information, you may not use that SpeakUp Policy access to the same information. In the course information to deal in Wolters Acceptable Use Policy of our work for the company, we may have Kluwer shares or other securities or recommend another person to access to inside information about Wolters Human Rights Policy engage in dealing in Wolters Kluwer Kluwer. We are all responsible for keeping shares or other securities. Environmental Policy inside information confidential. • You may also not disclose inside Social Media Policy information to anyone else. What is inside information? • Members of the Executive Board Trade Compliance Policy Inside information constitutes information and and certain related to Wolters Kluwer that has not been employees designated as “insiders” Insider Dealing Policy are subject to further restrictions disclosed publicly and could affect the trading related to dealing in Wolters Kluwer Global Travel and Entertainment Policy price of Wolters Kluwer shares or other shares or other securities, set out Data Privacy Commitments securities if it were publicly known. in the Insider Dealing Policy. Supplier Code of Conduct Q A friend is considering selling some Wolters Kluwer shares. I know that in the See the Insider Dealing Policy In addition to the global policies listed above, next few days, Wolters Kluwer will issue your division, business unit, or country may a press release that may have a negative for more information effect on the share price. May I tell my have additional policies in place that apply to friend to sell his shares? you. Please consult the (local) intranet or refer to an HR representative for information about A any additional policies. No, you may never disclose inside information to anyone else, nor use your knowledge of inside information to “tip” others dealing (or not dealing) in Wolters Kluwer shares or other securities.

45 Code of Business Ethics 46 Code of Business Ethics Annex II: Helpful Contact Information Contact Information and Legal Notice

Useful links Human Resources Contact information In case of any conflict between this document MyHR Portal Wolters Kluwer N.V. and any applicable local laws or regulations, Code of Business Ethics and other global Zuidpoolsingel 2 such applicable local laws or regulations will policies: Law Department P.O. Box 1030 prevail. The Code of Business Ethics does Connect Where the Code refers to a member of the Law 2400 BA Alphen aan den Rijn not alter the terms and conditions of your Corporate website Department, this includes: The Netherlands employment. The Code of Business Ethics has • A company lawyer assigned to your been approved and adopted by the Executive SpeakUp system business, country, or function (see Connect) [email protected] Board of Wolters Kluwer N.V. and will be Connect • A member of the Corporate Legal Affairs www.wolterskluwer.com implemented company wide, subject to local team www.linkedin.com/company/wolters-kluwer applicable law and that must be Reporting www.facebook.com/wolterskluwer observed. The Executive Board may resolve Ethics and Compliance Committee www.twitter.com/wolters_kluwer to amend, revise, discontinue, or terminate Reporting security incidents: E-mail: [email protected] this Code of Business Ethics at any time at [email protected] Legal Notice its sole discretion, subject to applicable law. Information Security Policy contact: [email protected] The Ethics & Compliance Committee will Reporting data privacy incidents: Connect Effective date: August 5, 2020 annually review this Code of Business Ethics [email protected] Version: 1.0 and assess whether any adjustments need to E-mail: [email protected] be made. The Ethics & Compliance Committee Reporting retaliation: This Code of Business Ethics replaces the is authorized to approve non-material [email protected] or through the Corporate Privacy Office Wolters Kluwer Business Principles of adjustments to this Code of Business Ethics. SpeakUp system Connect September 2017. The most up to date version of the Code of Business Ethics will be available on Wolters Reporting suspected misconduct, including E mail: [email protected] Kluwer’s intranet portal. beaches of any law, this Code or other company policies: Trade Compliance © 2020 Wolters Kluwer N.V. and/or its E-mail: [email protected] affiliates. All rights reserved. 1. Your direct manager or higher manager within your line of reporting 2. An HR representative E-mail: [email protected] 3. A member of the Law Department 4. The Ethics & Compliance Committee, via Global Travel email or through the SpeakUp system. E-mail: [email protected]

Resources Media Relations [email protected] In most cases, your manager is the first resource for any questions or concerns Investor Relations you may have. Wolters Kluwer has various [email protected] specialized departments and functions for matters described in this Code:

47 Code of Business Ethics 48 Code of Business Ethics