Introduction

Verra Mobility Corporation (“Verra Mobility” or the “Company”) is committed to improving the quality of life of everyone–from our colleagues, to our customers, to the communities where we live and work. Our reputation for integrity and excellence demands a diligent observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. Accordingly, this Code of Business Ethics and Conduct (“Code”) sets forth the ethical and fiduciary principles and related compliance requirements under which the Company must operate.

Verra Mobility complies with all applicable laws and regulations, and we strive to cultivate a culture where its directors, officers, employees, agents, contractors, and consultants not only conduct business in accordance with the letter and spirit of all relevant laws and regulations, but also seek to exceed such standards. It is the responsibility of every officer, director, and employee (each, an “Employee”), as well as agent, contractor and consultant of Verra Mobility to fulfill the Company’s commitment to ethical conduct and compliance with laws and regulations.

The Verra Mobility Code of Business Ethics and Conduct is crucial to ensuring that our Employees—as well as our customers and the public at large—are aware of the standards we have set for ourselves. All Employees, agents, contractors, and consultants are personally responsible for compliance with the Code, and failure to comply with its provisions is grounds for disciplinary action or assignment/contract termination.1

The Compliance and Ethics Committee (the “Compliance Committee”) is responsible for Enforcement of the Code (including implementation, training, investigations, and remedial measures) and the implementation of a Compliance Program. The Compliance Committee shall consist of the Chief Financial Officer, the General Counsel, and the Chief People Officer, who shall operate according to the Compliance & Ethics Committee Charter.

1. Standards of Integrity

Employees are subject to the following Standards of Integrity, which are intended to provide guidance for handling a spectrum of matters. Any questions regarding the application of these Standards of Integrity to particular matters should be directed to the Company’s Compliance Committee or to the Ethics Hotline (identified below):

  • Employees must respect and obey all applicable laws, rules and regulations governing the Company and the operation of its business.
  • Employees shall avoid inappropriate conflicts of interest or any abuse of a position of trust and responsibility.
  • Employees shall not take inappropriate advantage of their position with the Company.
  • Employees shall ensure that Verra Mobility and Client information is kept confidential, including the identity of prospective Clients.
  • Verra Mobility will continue to establish formal, company-wide procedures to train every Employee in the Company’s Standards of Integrity governing all of our business interactions.

Regarding any course of conduct not specifically addressed in the Code, Employees are instructed to consult with their managers (or, for contractors and consultants, their usual point of contact at Verra Mobility), Legal, or Human Resources, but ultimately, they are responsible for using good judgment and acting in a manner consistent with the spirit, principles, and values embodied in the Code.

Before engaging in any activity, conduct, transaction or relationship that might give rise to or appear to be a conflict of interest, as discussed more fully below, Employees must seek review from their manager, Human Resources, or a member of the Compliance Committee.

At Verra Mobility, everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where Employees feel comfortable raising such questions. We all

benefit when Employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Knowledge of events by Employees related to questionable, inappropriate or fraudulent business conduct, accounting practices or regulatory, internal accounting, or auditing matters must be immediately reported to a member of the Compliance Committee or the Ethics Hotline. Any such reports will be treated confidentially to conduct a complete and fair investigation or to take appropriate corrective action (to the extent permitted by law and feasible in light of the investigation). Failure to report such matters constitutes a violation of this Code. The Committee will investigate any reported or suspected violation of the provisions of this Code and take appropriate remedial actions, where appropriate.

In addition, in order to further promote the Verra Mobility Code of Business Ethics and Conduct, there is an alternative way to report incidents, which provides the option to do so anonymously. The Ethics & Compliance Hotline enables Employees to report incidents via the web at hotline.verramobility.com or via a toll-free number 800-461-9330 (available 24 hours a day, seven days a week).

Employees are required to cooperate in any investigation if they raise a potential violation of this Code in any manner other than anonymously. Employees who discourage or prevent another either from making such a report or seeking the help or assistance they need to report the matter to the individuals identified above will be subject to disciplinary action. As discussed more fully below, retaliation against an individual who reports a violation is prohibited and will be dealt with as a separate violation of Company policy and procedure. We will not tolerate retaliation against Employees who raise good faith ethics concerns. Please see the Company’s Policy for Reporting Violations and Complaints for additional information regarding reporting suspected or actual violations of this Code.

Management has the added responsibility of demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matter. To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns and for taking appropriate steps to deal with such issues. Managers should not consider ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Verra Mobility, we want the ethics dialogue to become a natural part of daily work.

Management has the added responsibility of demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matter.

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns and for taking appropriate steps to deal with such issues. Managers should not consider ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Verra Mobility, we want the ethics dialogue to become a natural part of daily work.

Examples of Conflicts of Interest

The following non-exclusive list is intended to serve as a guide of those activities that may create a conflict of interest in violation of this policy (some of which are addressed in more detail elsewhere in this Code).

  • Being employed by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, client or customer, regardless of the nature of the employment, while also being employed by Verra Mobility.
  • Hiring, supervising, or influencing Verra Mobility personnel decisions impacting relatives or close personal friends.
  • Direct reporting to a spouse, partner or immediately family member.
  • Serving as a board member for an outside company or organization without disclosure to Verra Mobility where a potential conflict of interest may arise.
  • Owning or having a significant financial interest in a competitor, supplier, or contractor. A significant financial interest is any financial interest that: (a) is more than 1/10 of one percent of a company’s securities or other financial instruments and (b) exceeds 25 percent of an Employee’s Verra Mobility annual base salary and bonuses.
  • Placing Company business with a company, which Employee or an Employee’s relative or personal friend controls or has a significant financial interest.
  • Accepting gifts, discounts, favors, or services from a customer, potential customer, competitor, or supplier unless of modest value-as outlined by the Legal Department pursuant to applicable federal, state and local laws.

Determining whether a conflict of interest exists is not always easy to do. Employees with conflict of interest questions should seek advice from their manager, or the Legal or Human Resources departments, or the Committee.

Verra Mobility encourages its Employees to participate in the political process. It is the responsibility of every Verra Mobility Employee to fully comply with all laws and regulations in relation to interactions with government officials, including laws governing campaign finance, government ethics and lobbying. In addition, all lobbying activities on behalf of the company must be authorized by the General Counsel or his or her designee, in accordance with the Verra Mobility Political Contributions Policy.

Verra Mobility Employees must keep their personal political contributions and activities separate from the Company. If you make political contributions, you may not refer in any way to your employment or use the company’s assets, including its name, in connection with your contributions, unless required to do so by law.

If you are appearing before a government body or engaging in contact with a public official outside of your ordinary work duties regarding a business in which Verra Mobility is engaged or a business issue in which Verra Mobility has an interest, you should make it clear that you are not representing Verra Mobility, and you must advise the Legal Department in advance.

Verra Mobility Employees may not make payments of corporate contributions, whether monetary or non-monetary assets, to any domestic or foreign political party, candidate, campaign or public official on behalf of the Company or in the Company’s name unless that contribution is permitted under applicable laws and approved in advance by the General Counsel or his or her designee. All political contributions made on behalf of the company or by an Employee in their capacity representing Verra Mobility must comply with the Political Contributions Policy and be done through the Political Contribution Request Form. In addition, Employees may never reimburse (or request or authorize reimbursement to) anyone for any political contribution using company funds, except as set forth in the Political Contributions Policy and in accordance with the required authorizations.

Employees may hold outside jobs with companies that do not compete with Verra Mobility as long as they meet the performance standards of their jobs with Verra Mobility. However, outside employment that competes with, constitutes a conflict of interest with, or creates an adverse impact on Verra Mobility is prohibited. In addition, (i) outside employment must not be done on Company time and must not involve the use of Company equipment or supplies; (ii) the employee should not attempt to sell products or services related to outside employment to the Company; and (iii) performance of outside employment must not interfere with or prevent the employee from devoting the time and effort needed to fulfill the employee’s primary duties and obligations as an employee of the Company. If you have a question about whether outside employment might constitute a conflict of interest or otherwise violate the Code, you should seek guidance from your manager, Human Resources, or the Legal Department.

2. Protecting Verra Mobility’s Assets and Reputation

The success of our business is dependent on the trust and confidence we earn from our employees, agents, contractors, consultants, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity, and reaching company goals solely through honorable conduct. Ultimately, we will be judged on what we do. When considering any action, it is wise to ask:

  • Will this build trust and credibility for Verra Mobility?
  • Are there potentially applicable laws and regulations that govern the activity, and if so, are the activities in full compliance? (If unsure, seek guidance from the Law Department before acting.)

  • Will it help create a working environment in which Verra Mobility can succeed over the long term?

  • Is the commitment I am making one upon which I can follow through

The only way we will maximize trust and credibility is by answering “yes” to these questions and by working every day to build our trust and credibility.