VADO CONTAINER SERVICES SRL           Tax Code/VAT 01506730991         R.E.A. SP  221591   Certified Mail:   vadocontainerservices@legalmail.it  Registered Office : 
Via Alcide De Gasperi snc
Port Hinterland Area
19037 Santo Stefano di Magra (SP) - ITALY

PRISMA INTERNATIONAL SRL          C.F./VAT 01548390119              

R.E.A. SP 232840  Certified Email:  prisma-international@legalmail.it

Registered Office :                          

Via Bolano n° 20                         

Port Hinterland Area

19037 Santo Stefano di Magra (SP) - ITALY

Operating Office :
Raffaello Orsero Quay - Porto Vado
17028 BERGEGGI (SV) - ITALY

• Home Page
• Refrigerated container services
• Dry container services
• Other services
• Contacts

SINCE APRIL 2023 VCS HAS TRANSFERRED THE COMPANY TO PRISMA INTERNATIONAL srl, A COMPANY OWNED BY VCS

Terms and Conditions

ACTIVITY: CONTAINER MAINTENANCE SERVICES

CODE OF ETHICS AND CONDUCT

Approved by resolution of the Board of Directors on July 14, 2020

INDEX

Premise

The Core Business

Scope of application and Recipients General principles

Responsibility Communication

Relations with stakeholders

Processing of data and confidential information Human resources

Proper use of company assets

Safety, health protection and working conditions Relations with suppliers and institutions

Quality system, research and environment The internal control system

Ethics Committee: monitoring and updating the Value Code of the Code of Ethics

Sanctioning system Sanctioning measures Closing rule

* Annex no. 1: Organization and management model

PREMISE

Vado Container Service SRL with sole shareholder (hereinafter the “Company”) acts in compliance with the principles of loyalty, fairness, transparency, responsibility, freedom, human dignity, and respect for diversity, and rejects any discrimination based on sex, race, language, personal and social conditions, religious and political beliefs.

The Company bases its actions and activities, both internally and externally, on respect for the principles contained in this document (hereinafter "Code of Ethics"), which also represents a fundamental component of the organization, management, and control model (hereinafter "Model") adopted by the Company itself, in the belief that ethics in business conduct should be pursued as a condition for the company's success. From this perspective, the principles and values expressed in the Code of Ethics also serve as a useful interpretative reference in the practical application of the Model in relation to company dynamics.

The Code of Ethics has been drawn up with the aim of collecting and making public the rules and ethical principles of conduct that, since the company's establishment, have guided relationships with personnel as well as with third parties and that, more generally, characterize the conduct of the company's activities.

The Company's Code of Ethics sets out the general principles—transparency, fairness, and loyalty—that guide the conduct and management of business; it outlines the objectives and core values of the company's activities, with reference to the main stakeholders with whom the Company interacts daily: staff, clients, operators in the relevant sector, and the community.

All those who operate in Italy and abroad on behalf of or in favor of the Company or who have business relations with it ("Recipients of the Code"), including any Agents

and Intermediaries, each within the scope of their own functions and responsibilities, are called upon to comply with the principles and provisions contained in the Code itself.

These principles are contained in this Code of Ethics, which the Company, as it has done up to now, on the one hand encourages to be spontaneously shared, adhered to, and disseminated, and on the other hand, requires to be observed and applied by every individual acting on its behalf or coming into contact with it, also providing for the application of disciplinary and contractual sanctions for any violations.

The Company ensures the dissemination and communication of the provisions of the Code of Ethics and its application to the relevant parties, so that employees, directors, and all those who operate within it carry out their activities and/or duties in constant and strict compliance with the principles and values contained therein. The purpose of the Code of Ethics is, among other things, to encourage and promote a high standard of professionalism in order to avoid behavioral practices that are inconsistent with the interests of the Company or deviant from the law, as well as in contrast with the values that the Company intends to maintain, pursue, and promote.

This Code of Ethics is addressed to the Company and more precisely to the members of the corporate bodies, to all employees of every rank and level, and to all those who, either permanently or temporarily, interact with it.

It is therefore expected that all stakeholders apply and disseminate the principles described in this Code of Ethics, possibly also suggesting initiatives aimed at improving situations that are not in line with the principles listed in the Code itself.

The verification of the application of the Code of Ethics is entrusted to the Board of Directors (C.d.A.), which is also responsible for collecting and managing any reports and suggestions regarding the application and operation of this Code and the Model.

*

THE CORE BUSINESS

The Company carries out container inspection and repair activities, temperature monitoring, temperature and ventilation setting, connection and disconnection of refrigerated container wiring, operation of steam boilers for tank-containers, and handling and/or logistics activities within the port area of Vado Ligure.

The Company therefore interacts with all parties who, in various capacities, access and/or operate within the port area.

*

SCOPE OF APPLICATION AND RECIPIENTS

The provisions of this Code of Ethics express the fundamental principles that inspire the Company and also constitute illustrative specifications of the general obligations of diligence, fairness, and loyalty that qualify the performance of work duties and behavior in the workplace, in the belief that the success of the company cannot be separated from ethics in business conduct.

The principles and provisions of the Code of Ethics are binding for all those who act on behalf of or in favor of the Company or who have business relations with it (“Recipients”), each within the scope of their own functions and responsibilities.

In the context of activities aimed at fulfilling its mission, the Company acts in accordance with the principles contained in this Code, pursuing a level of performance aimed at the full satisfaction of its stakeholders through the constant pursuit of quality and growth, employing technologies compatible with the environment and safety, also in order to minimize risks for the social context in which it operates.

Therefore, the Company undertakes to observe the principles of the Code both in internal relations among the Recipients and in relations between them and external parties, such as: business partners, clients, suppliers with whom it comes into contact in relation to achieving its objectives. To this end, it ensures its dissemination externally as well, both through all forms of publicity, and

applying the principles contained therein in relations with external parties.

This Code of Ethics also serves as a model for the organization and internal management of the Company in compliance with - and in accordance with - the provisions set forth by Legislative Decree no. 231/2001 and subsequent amendments for the prevention of criminal offenses therein

contemplated.

*

GENERAL PRINCIPLES

The Code of Ethics constitutes a set of principles whose observance is of fundamental importance for the proper functioning, management reliability, and image of the Company.

These principles are referred to by the operations, behaviors, and relationships, both internal and external to the Company.

The centrality of human resources is recognized, and it is assumed that the essential factor for the success and development of the company is the professional contribution of the people who work there. Human resource management is based on respect for the personality and professionalism of each individual within a framework of loyalty and mutual trust.

Likewise, the conduct of the Recipients of this Code, both within and outside the Company, must be based on the principles of legality, fairness, loyalty, impartiality, professionalism, and transparency, in compliance with official duties governing confidentiality, privacy protection, and the safeguarding of health and safety.

*

COMMUNICATION

The Company ensures that all Recipients are informed about the provisions and application of the Code of Ethics, recommending its observance. In particular, through the designated company functions, it ensures:

to the dissemination of the Code of Ethics among the Recipients, through the distribution of copies thereof;

to the interpretation and clarification of the provisions contained in the Code of Ethics;

to verifying the actual compliance with the Code of Ethics;

to any future updates and implementation of the provisions of the Code of Ethics, according to the needs that may arise from time to time or any regulatory updates that may be issued.

*

RESPONSIBILITY

The Recipients carry out their work and their duties with professional commitment, diligence, efficiency, and fairness, making the best use of the tools and time available and assuming the responsibilities connected to the commitments undertaken in compliance with the corporate objectives pursued by the Company.

In particular, it is not allowed to:

 pursue personal interests or those of third parties to the detriment of social interests;

the improper exploitation, for personal or third-party interests, of the Company's name and reputation as well as of information acquired and business opportunities learned in the course of performing one's duties or functions;

the use of assets and equipment available to the Recipients in the performance of their duties or functions for purposes other than those intended for them;

accept or make, for oneself or for others, pressures, recommendations or reports that may cause harm to the Company or undue advantages for oneself, for the Company or for third parties;

accept or promise undue offers of money or other benefits, unless these can be qualified as mere gifts and, in any case, of modest value and not related

to requests of any kind. In any case, should the Recipient receive from a third party an offer or a request for benefits, except for gifts of commercial use or of modest value and without the intention of pursuing unlawful purposes, they must immediately inform their direct superior or, if applicable, the person to whom they are required, depending on the circumstances, to report for appropriate action.

The Recipients pursue, in carrying out their assignment or function, the general objectives and interests of the Company and therefore refrain from activities, behaviors and/or acts that are in any way incompatible with the obligations connected to the relationship maintained with the Company.

The Recipients shall inform without delay, taking into account the circumstances, their hierarchical superior or, if applicable, the person to whom they are required to report, as the case may be, of situations or activities in which they may have interests in conflict with those of the Company (or if such interests are held by persons connected to them) and in any other case where there are significant reasons of convenience.

The Recipients must refrain from participating in any activity that may generate a conflict of interest and, in any case, observe the principles of legality, loyalty, fairness, and transparency.

*

RELATIONS WITH STAKEHOLDERS

Respect for the rules of the social context in which the Company operates entails dialogue with stakeholders inspired by the principles of legality, loyalty, transparency, impartiality, and independence. In particular, the relationship with those who interact with the Company in various capacities is based on maximum transparency, in compliance with the principles of accuracy, timeliness, and equal access to information, with the aim of fostering a correct assessment of the assets.

All Recipients of the Code of Ethics are required to comply with the law, regulations, and company procedures; in dealings with third parties, they act correctly, excluding

dissemination of misleading and prejudicial information; they cannot use their position within the Company to carry out other activities that are in conflict or in competition with those of the company; they must comply with company rules and practices established to safeguard the principles of integrity and transparency.

Gifts or acts of hospitality, granted or received, are permitted only if of modest value and in any case limited to the scope of normal business courtesy relations. Therefore, behaviors and actions aimed at soliciting personal advantages for oneself or others, improperly influencing the decisions of the counterpart, or requesting unjustified preferential treatment in dealings with third parties, public administration, and political or trade union organizations are prohibited.

*

PROCESSING OF DATA AND CONFIDENTIAL INFORMATION

Without prejudice to compliance with current legislation on the protection and processing of personal data, the Recipients of the Code of Ethics ensure the use of confidential information only for purposes related to the exercise of their activities, undertaking to protect the information generated or acquired and to prevent any improper or unauthorized use.

In pursuing this goal, the Company has adopted all appropriate and necessary measures to protect data and information in compliance with current regulations.

*

HUMAN RESOURCES

The Company ensures that its employees and collaborators have the appropriate skills and are professionally qualified and suitable to fully carry out the activities entrusted to each of them.

To this end, the Company protects and values human resources and promotes institutional training initiatives aimed at enhancing the professional qualities of each individual and their effective and

satisfactory use during the course of work activity.

Employees and collaborators of the Company, at every level, are required to maintain interpersonal relationships based on respect for the dignity, honor, and reputation of each individual. Abusive, defamatory, or otherwise inappropriate behavior that could prevent the maintenance of a calm atmosphere in the workplace is not permitted.

* PROPER USE OF COMPANY ASSETS

The Recipients of the Code of Ethics are required to preserve the integrity of the company's assets through responsible behavior and to comply with the procedures established for the correct use of company assets, which, in any case, must not be used for purposes other than

those indicated by the Company itself.

*

SAFETY, HEALTH PROTECTION AND WORKING CONDITIONS

Safety represents a fundamental component of the operational management methods for processes that, by their nature, require particular attention towards workers, collaborators, clients, and the social context in which the Company operates. The safeguarding of workers' health and workplace hygiene is pursued through an adequate policy of supervision and control implemented within the company and

in the places where the same work.

*

RELATIONS WITH SUPPLIERS AND INSTITUTIONS

The selection of suppliers and the determination of purchases of goods and/or services must take place in compliance with the principles of this Code of Ethics and are based on the quality of the service as well as guarantees of assistance, promptness, and efficiency.

The Company's relations with national, community and

international as well as towards public officials or persons in charge of public service or bodies, representatives, agents, exponents, members, employees, consultants, persons in charge of public functions or services, of public institutions, of public administrations, of public entities, including economic ones, of entities or public companies of a local, national or international nature are maintained by each director and each employee, regardless of their function or assignment, or, if applicable, by each collaborator, in compliance with current legislation, the principles defined in this Code of Ethics as well as company procedures, based on the general criteria of fairness and loyalty.

*

QUALITY, RESEARCH AND ENVIRONMENT SYSTEM

The Company also dedicates its productive energies to the improvement of production processes with the utmost respect for environmental needs and in the common interest of all

recipients.

*

THE INTERNAL CONTROL SYSTEM

The efficiency of the internal control system is a condition for carrying out business activities in accordance with the rules and principles of this Code. The internal control system refers to the set of tools, activities, procedures, and organizational structures aimed at ensuring, through an integrated process of identifying, measuring, managing, and monitoring the main risks, the following objectives:

the effectiveness and efficiency of company activities, also ensuring the traceability of actions and decisions;

the reliability of accounting and management information;

the respect of laws and regulations;

the safeguarding of the integrity of the company's assets.

For the purposes mentioned above, the Recipients of the Code of Ethics are called upon to contribute to the continuous improvement of the internal control system. The supervisory and control bodies, Audit, and the external auditing firm, in carrying out their activities and within their areas of responsibility, have direct, complete, and unconditional access to all people, activities, operations, documents, archives, and company assets.

*

UPDATE OF THE CODE OF ETHICS

The Company will ensure the constant updating of the Code of Ethics whenever it is deemed

necessary and/or appropriate.

*

VALUE OF THE CODE OF ETHICS

Without prejudice to the Company's right to seek compensation for any damages it may suffer as a result of conduct in violation of the Code, failure to comply with the rules contained therein will result in the application of: (i) for employees, the disciplinary sanctions provided for by the current contractual regulations; (ii) for consultants, the provisions set out in the relevant assignments and contracts.

For the members of the corporate bodies, it will be the Board of Directors that decides on the measure to be adopted, commensurate with the seriousness of the violation.

*

SANCTIONING SYSTEM

The violation of the provisions contained in this Code of Ethics and in the Organization and Management Model implemented in compliance with Legislative Decree 231/01 and subsequent amendments (and in the company procedures referable to them) entails, for the Recipients responsible for such violations—where deemed necessary for the protection of company interests and in accordance with the current regulatory framework—the application of

sanctioning measures indicated in the aforementioned Model set out in Annex 1 to this Code of Ethics.

*

SANCTIONING MEASURES

With reference to what is indicated in this Code of Ethics, the following are the disciplinary measures applicable to the Recipients

With regard to Employees, compliance with the rules of the Code of Ethics and the Model must be considered an essential part of the contractual obligations assumed by them pursuant to and for the purposes of Article 2104 of the Civil Code; therefore, behaviors adopted by them in violation of the behavioral rules set out in the Code of Ethics and the Model are considered a breach of the primary obligations of the employment relationship and are also relevant as disciplinary offenses, in compliance with the relevant regulations (in particular, the applicable National Collective Labor Agreement and Company Supplementary Agreements) and the current sector procedures (Art. 7 of the Workers' Statute).

The type and extent of the sanctions provided for by the current contractual provisions will be applied taking into account:

- of the intentionality of the behavior or degree of negligence, imprudence, or lack of skill demonstrated;

-of the overall behavior of the Employee, with particular regard to the existence or absence of previous disciplinary sanctions;

- of the functional position and duties of the Employee involved;

- of other particular relevant circumstances that accompany the violation.

With regard to Employees with the qualification of "executives", the above described provisions concerning employees apply, with specific reference to the applicable National Collective Labour Agreement for Executives. With regard to Collaborators and/or individuals having business relations with the Company, regardless of the relationship, even if temporary, that binds them to the Company, non-compliance with the rules of the Code of Ethics and the Model may, if applicable, constitute a breach of the contractual obligations undertaken, with all legal consequences, including termination of the contract and/or assignment, and may entail compensation for damages suffered by the Company. With reference to Directors and Statutory Auditors, the competent corporate bodies shall adopt from time to time the most appropriate protective measures, within those provided for by the regulations in force from time to time.

With reference to the members constituting the Supervisory and Control Body pursuant to Legislative Decree 231/01, if the relationship with the Company concerned is one of employment, the provisions applicable to Employees shall apply; if, on the other hand, the relationship is one of collaboration/consultancy, the provisions for Collaborators shall apply.

*

CLOSING RULE

This Code of Ethics will be subject to the most appropriate revisions in order to ensure it is constantly suited to the evolving situations in the individual operational sectors.

*

Attachment:

1) Organization and management model

Organization, management and control model

pursuant to Legislative Decree 8 June 2001 no. 231 and subsequent amendments

Approved by the Board of Directors at the meeting of July 14, 2020

INDEX

General Part

1. LEGISLATIVE DECREE NO. 231/2001 AND THE RELEVANT LEGISLATION

1.1. The administrative liability regime provided for legal entities

1.2. Sanctions

1.3.Actions exempting from administrative liability

1.4.Reports

2.CONFINDUSTRIA GUIDELINES

3.ADOPTION OF THE ORGANIZATION AND MANAGEMENT MODEL BY THE COMPANY

3.1.Company motivations in adopting the organization and management model

3.2.Purpose of the Model

3.3.Document Structure

3.4. Adoption and management of the Model

3.5.Amendments and additions to the Model

4.SUPERVISORY BODY

4.1. Identification of the Supervisory Body

4.2. Functions and powers of the Supervisory Body

4.3.Reporting by the Supervisory Body to the corporate bodies

4.4.Information flows to the Supervisory Body

4.4.1.Reports by company representatives or by third parties

4.4.2.Disclosure obligations relating to official acts

4.4.3.Delegation system

4.5 Characteristics of the Supervisory Body

4.6 Internal controversies

4.7 Duration in office, removal and renewal

5.STAFF TRAINING AND DISSEMINATION OF THE MODEL IN THE COMPANY CONTEXT

5.1.Staff training

5.2.Information for external collaborators and partners

6. DISCIPLINARY SYSTEM AND MEASURES IN CASE OF NON-COMPLIANCE WITH THE MODEL'S REQUIREMENTS

6.1. General principles

6.2.Sanctions for employees

6.2.1. Employees and Middle Managers

6.2.2.Managers

6.3. Measures against directors

6.4. Measures towards external collaborators, suppliers and partners

6.5. Measures towards the Supervisory Body

7.CONFIRMATION OF APPLICATION AND ADEQUACY OF THE MODEL

*

Special Part

Preamble

Special Part “A”

Crimes against the Public Administration and its assets

A.1 THE TYPES OF CRIMES IN RELATION TO THE PUBLIC ADMINISTRATION (arts. 24 and 25 of the Decree)

A.2RISK AREAS

A.3 RECIPIENTS OF THE SPECIAL PART - GENERAL PRINCIPLES OF CONDUCT AND IMPLEMENTATION OF THE DECISION-MAKING PROCESS IN RISK ACTIVITY AREAS

A.4 AREAS OF ACTIVITY AT RISK: KEY ELEMENTS OF THE DECISION-MAKING PROCESS

A.4.1 Individual risk operations: identification of internal Managers and evidence sheets

A.4.2 Instructions and audits of the Supervisory Body

*

Special Part “B”

Crimes for violation of accident prevention regulations

B.1.THE TYPE OF OFFENSES (art. 25 septies of the Decree)

B.2. MAIN AREAS OF ACTIVITY AT RISK OF CRIME COMMISSION

B.3. RECIPIENTS OF THE SPECIAL SECTION - GENERAL PRINCIPLES OF CONDUCT IN RISK AREAS

B.4. PRINCIPLES FOR IMPLEMENTING THE DESCRIBED BEHAVIORS

B.5 DUTIES OF THE SUPERVISORY BODY

*

Special Part “C”

Environmental crimes

C.1.THE TYPES OF CRIMES (art. 25 undecies of the Decree)

C.2. MAIN AREAS OF ACTIVITY AT RISK OF COMMISSION OF

CRIMES

C.3. RECIPIENTS OF THE SPECIAL SECTION - GENERAL PRINCIPLES OF CONDUCT IN RISK AREAS

C.4. TASKS OF THE SUPERVISORY BODY

*

Special Part “D”

Employment of personnel without a valid residence permit

D.1.THE TYPES OF CRIMES (art. 25 duodecies of the Decree)

D.2. MAIN AREAS OF ACTIVITY AT RISK OF COMMISSION OF

CRIMES

D.3. RECIPIENTS OF THE SPECIAL SECTION - GENERAL PRINCIPLES OF CONDUCT IN RISK AREAS

D.4. PRINCIPLES FOR IMPLEMENTING THE DESCRIBED BEHAVIORS

D.5. DUTIES OF THE SUPERVISORY BODY

*

GENERAL PART

1. LEGISLATIVE DECREE NO. 231/2001 AND THE RELEVANT LEGISLATION

1.1. The administrative liability regime provided for legal entities.

Legislative Decree no. 231 of June 8, 2001 and subsequent amendments and/or additions, which introduces the “Regulation of the administrative liability of legal persons, companies, and associations, including those without legal personality” (hereinafter the “Decree”), has aligned Italian legislation on the liability of legal persons with certain international conventions previously signed by Italy, in particular the Convention on the Financial Protection of the European Community of July 26, 1995, the EU Convention of May 26, 1997 on combating corruption involving officials of both the European Community and its Member States, and the OECD Convention of December 17, 1997 on combating bribery of foreign public officials in international business transactions.

The Decree introduced into the Italian legal system a regime of administrative liability (substantially comparable to criminal liability), for legal entities (hereinafter referred to as Entities), which is in addition to the criminal liability of the natural person who has materially committed the criminally relevant act, provided that the latter also brings an interest or advantage to the Entity.

The key points of the Decree concern:

a) The identification of the persons who, by committing a crime in the interest or to the advantage of the Entity, may determine its liability. In particular, they may be:

(i) natural persons who hold top positions (“executives”) (representation, administration or management of the Entity or another organizational unit or persons who, even de facto, exercise management and control of the Entity itself);

(ii)natural persons subject to the direction or supervision by any of the above-mentioned parties.

If the perpetrator of the offense is among the top management, a presumption of liability is established, considering that such a person expresses, represents, and implements the management policy of the Entity. There is, however, no presumption of liability on the part of the Entity if the perpetrator of the offense falls within the category referred to in the previous point (ii), since in this case the unlawful act of the subordinate entails the liability of the Entity only if it is found that its commission was made possible by the failure to comply with management and/or supervisory obligations.

The liability of the Entity is additional and not substitutive with respect to that of the natural person who materially committed the unlawful act, which, therefore, remains governed by common criminal law.

The extension of liability aims to involve the assets of Entities (and, ultimately, the economic interests of the shareholders) in the repression of certain criminal offenses, when they have benefited from the commission of the crime or when the crime was committed in their interest. Until the entry into force of the Decree, in fact, the principle of the "personality" of criminal liability left Entities free from sanctioning consequences, other than any compensation for damages, if and to the extent that such damages existed.

The Decree aimed to build a model of corporate liability that is consistent with guarantee principles, but with a preventive function: in fact, by providing for liability for unlawful acts directly attributable to the company, the intention is to prompt the latter to organize its structures and activities in such a way as to ensure adequate protection of criminally protected interests.

The Decree applies in relation to both crimes committed in Italy and those committed abroad, provided that the Entity has its main office in the territory of the Italian State and that the State of the place where the crime was committed does not proceed directly against it.

Thus, as highlighted above, the liability of the Entity, introduced by Legislative Decree 231/2001, arises only in cases where the unlawful conduct was carried out in the interest and to the advantage of the Entity: therefore, not only when the unlawful behavior has resulted in an advantage, whether financial or otherwise, for the Entity, but also in cases where, even in the absence of such a concrete result, the unlawful act is justified by the interest of the Entity, including in terms of economic savings (for example, with reference to the crimes of manslaughter and negligent injury, insofar as an employee of the Entity suffers an injury caused by the Entity's failure to purchase protective equipment). On the other hand, the Entity cannot be held liable if the perpetrator of the crime or administrative offense acted exclusively in their own interest or in the interest of third parties.

b) The types of offenses provided for by the relevant legislation in relation to the Company's corporate purpose concern:

1) crimes committed to the detriment of the Public Administration and against its assets,

2)offenses in corporate matters;

3) crimes of manslaughter and serious or very serious negligent injuries, committed in violation of accident prevention regulations, which introduced Article 25-septies into Legislative Decree 231/2001;

4) environmental crimes;

5) crimes of receiving stolen goods, money laundering and use of money, assets or benefits of illicit origin, self-laundering;

6) computer crimes and unlawful data processing;

7) crimes relating to copyright infringement;

8)offense for false statements or omitted statements to the judicial authority;

9) tax crimes.

*

1.2. Sanctions.

The sanctions that can be imposed on the Entity are both monetary and prohibitive in nature, among which the most serious are the suspension of licenses and permits, the prohibition to contract with the Public Administration, the prohibition from carrying out the activity, the exclusion or revocation of public funding or contributions, and the prohibition to advertise goods and services.

Monetary sanctions are applied whenever the criminal judge finds the Entity responsible in a trial concerning any of the offenses provided for by the Decree. Disqualification sanctions, on the other hand, can only be applied in relation to offenses for which they are expressly provided by the Decree, if at least one of the following conditions occurs:

(i) the Entity has derived a significant profit from the offense and the offense was committed by individuals in a senior position, or by individuals subject to the direction and supervision of others, when the commission of the offense was determined or facilitated by serious organizational deficiencies;

(ii)in case of repeated offenses.

Interdictive measures – if there are serious indications of the Entity's liability and there are well-founded and specific elements that make the risk of a possible commission of similar offenses concrete – may be applied, at the request of the Public Prosecutor, also as a precautionary measure, already during the investigation phase. In addition to these sanctions, there is also the confiscation of the price or profit of the crime (ordered with the conviction sentence) as well as, in certain cases, the publication of the conviction sentence.

Furthermore, upon the occurrence of specific conditions, the Judge – when applying a disqualification sanction that would result in the interruption of the Entity's activity – has the authority to appoint a commissioner with the task of overseeing the continuation of the activity itself, for a period equal to the duration of the disqualification penalty that would have been applied 1.

1.3.Actions exempting from administrative liability.

However, Articles 6 and 7 of the Decree provide specific forms of exemption from the administrative liability of the Company for offenses committed in its interest or to its advantage, whether by top management or by employees.

In particular, in the case of crimes committed by individuals in senior positions, Article 6 provides for exemption if the Company itself demonstrates that:

a) the governing body has adopted and effectively implemented, prior to the commission of the offense, organization and management models suitable for preventing offenses of the type that occurred (hereinafter the "Model");

b) the task of supervising the functioning and observance of the Model, as well as proposing and overseeing its updating, has been entrusted to a Supervisory Body of the Company (hereinafter "OdV"), endowed with autonomous powers of initiative and control;

c) the persons who committed the unlawful act acted by fraudulently circumventing the aforementioned Model;

d) there was no omission or insufficient supervision by the Supervisory Body (OdV)

e) a disciplinary system has been introduced to sanction non-compliance with the measures indicated in the Model.

With regard to employees, Article 7 of the Decree provides for the exemption from liability of the Entity if it has adopted and effectively implemented, prior to the commission of the offense, an organizational, management, and control model suitable for preventing offenses of the type that occurred;

The Decree also provides that the Model must meet the following requirements:

1.identify the activities within which there is a possibility that crimes may be committed;

2. provide specific protocols aimed at planning the formation and implementation of the Company's decisions in relation to the crimes to be prevented;

3. identify methods of managing financial resources suitable to prevent the commission of such crimes;

4. provide information obligations towards the Supervisory Body;

1 Below is the list of sanctions: a) Monetary sanctions; b) Disqualification sanctions; c) Confiscation; d) Publication of the judgment. In particular, the main disqualification sanctions concern: a) prohibition from carrying out the activity, b) suspension or revocation of authorizations, licenses or permits functional to the commission of the offense, c) prohibition from contracting with the Public Administration except to obtain the provision of a public service, d) exclusion from benefits, funding, contributions or subsidies and the possible revocation of those already granted, e) prohibition from advertising goods or services.

5. introduce an internal disciplinary system suitable for sanctioning non-compliance with the measures indicated in the Model.

The same Decree provides that the Models may be adopted, ensuring the above-mentioned requirements, on the basis of codes of conduct drawn up by representative trade associations, communicated to the Ministry of Justice which, in agreement with the competent Ministries, may, within 30 days, make observations on the suitability of the models to prevent crimes.

1.4.Reports.

Law 179/2017, entitled “Provisions for the protection of authors of reports of crimes or irregularities of which they have become aware in the context of a public or private employment relationship,” has supplemented the provision of art. 6 of Legislative Decree no. 231/01 by introducing paragraph 2-bis, according to which the Model must also provide for: a) one or more channels that allow the subjects indicated in art. 5, paragraph 1, letters a) and b), to submit, in order to protect the integrity of the Entity, detailed reports of unlawful conduct, relevant pursuant to Legislative Decree 231/01 and based on precise and consistent factual elements, or violations of the Model, of which they have become aware by virtue of the functions performed; such channels guarantee the confidentiality of the identity of the whistleblower in the management of the report; b) at least one alternative reporting channel suitable for guaranteeing, by electronic means, the confidentiality of the identity of the whistleblower; c) the prohibition of acts of retaliation or discrimination, direct or indirect, against the whistleblower for reasons directly or indirectly connected to the report; d) sanctions against those who violate the protection measures for the whistleblower, as well as those who, with intent or gross negligence, make reports that turn out to be unfounded.

In order to comply with the aforementioned provisions, the Entity has updated the company procedure Whistleblowing Policy - Policy for reports, which details the methods for carrying out and managing reports, including anonymous ones, in compliance with the principles of confidentiality and non-discrimination of the whistleblower, as established by the aforementioned regulations.

2. CONFINDUSTRIA GUIDELINES

The drafting of this Model is inspired by the always relevant Guidelines approved by Confindustria on March 7, 2002 and subsequently updated in March 2014 (hereinafter "Guidelines"), by Circular no. 83607 of March 19, 2012 issued by the General Command of the Guardia di Finanza, as well as by numerous rulings and doctrinal indications concerning the application of the Decree.

In particular, as regards the Guidelines, the process indicated by these for the development of the Model can be outlined according to the following key points:

(i) adoption of appropriate measures to ensure that activities are carried out in compliance with the law and to identify and eliminate potential risk situations; in summary, this means analyzing the company context to identify in which areas or sectors of activity and in what ways events detrimental to the objectives indicated by the Decree could theoretically occur;

(ii)establishment of a control system capable of reducing risks to an acceptable level through the adoption of specific protocols with provisions for periodic verification and possible modification of the system. Thus, for example, the Company should have a risk prevention and management system regarding health and safety at work that complies with the requirements imposed by Decree 81/08 and, therefore, complete such a system to reduce the risk of deviant conduct to an acceptable level in compliance with the provisions of the Decree.

Supporting this is the coordinated set of organizational structures, activities, and operational rules applied—at the direction of top management—by management and company personnel, aimed at providing reasonable assurance regarding the achievement of the objectives included in a good internal control system. The most relevant components of the preventive control system proposed by Confindustria are:

*ethical code;

*organizational system;

*manual and IT procedures;

*authorization and signing powers;

*control and management systems;

*communications to staff and their training.

In light of the above indications, the control system must also be based on the following principles:

*verifiability, documentability, coherence and consistency of every operation;

*separation of functions (no one can independently manage all phases of a process);

*documentation of the checks;

*introduction of an appropriate sanctioning system for violations of the rules and procedures provided for by the Model;

*identification of a Supervisory Body whose main requirements are:

-autonomy and independence,

- professionalism,

-continuity of action.

(iii) obligation on the part of company functions, and specifically those identified as being most "at risk", to provide information to the Supervisory Body, both on a structured basis (periodic reporting in implementation of the Model itself), and to report anomalies or atypical situations found within the available information (in the latter case, the obligation is extended to all employees without following hierarchical lines). It is understood that the decision not to follow the Guidelines in certain specific points does not affect the validity of a Model. In fact, since it is drawn up with reference to the peculiarities of a particular company, it may deviate from the Guidelines, which by their nature are general.

3.ADOPTION OF THE ORGANIZATION AND MANAGEMENT MODEL BY THE COMPANY

3.1. Reasons for the Company's adoption of the organization and management Model

In order to increasingly ensure the conditions of fairness and transparency in the conduct of business and corporate activities, the Company has deemed it consistent with its corporate policies to proceed with the adoption of an organizational and management model in line with the provisions of the Decree and based on the Guidelines issued by Confindustria.

This initiative, together with the adoption of the Code of Ethics, was undertaken in the belief that the adoption of this Model – beyond the provisions of the Decree, which indicate the Model itself as an optional and not mandatory element – can constitute a valid tool for raising awareness among all employees of the Company and all other parties involved (Clients, Suppliers, Partners, Collaborators in various capacities: “Recipients”), so that they follow, in carrying out their activities, correct and straightforward behavior, such as to prevent the risk of committing the offenses contemplated in the Decree.

In order to strengthen the effectiveness and operability of the Model, the Company has established an internal control system, that is, a process operated by management and the heads of the company's operational areas, aimed at providing reasonable assurance of achieving the organization's objectives in the following areas:

•Efficacy and efficiency of operational activities

•Identification of risks and creation of appropriate procedures aimed at preventing the commission of criminally relevant acts except through fraudulent behavior

•Carrying out activities in compliance with the laws, contracts, and regulations in force

•Implementation of appropriate systems to verify compliance with the Code of Ethics, the Model, and applicable regulations

•Establishment of systems aimed at preventing and/or suppressing behaviors contrary to the rules contained in the provisions indicated in the previous point.

3.2.Purpose of the Model

The main purpose of the Model is to define a structured and organic system of procedures/rules of conduct and control activities, to be carried out mainly on a preventive basis, in order to prevent the commission of the various types of offenses contemplated by the Decree.

In particular, the Model aims at the following purposes:

•Inform and raise awareness among the recipients and, in particular, all those who act in the name and on behalf of the Company in the "risk activity areas" and in the "instrumental processes", as further defined below, about the possibility of incurring, in the event of violation of the defined provisions, an offense subject to penalties, both criminal and administrative, not only against themselves but also against the Company;

•Reiterate that such forms of unlawful behavior are condemned by the Company as they are contrary not only to legal provisions, but also to the ethical principles to which the companies belonging to the GF Group are inspired in carrying out their activities and fulfilling their corporate mission;

•Allow the Company to intervene promptly, including preventively, through monitoring of areas of activity considered potentially at risk, in order to prevent and/or counter the commission of such offenses;

In the process of defining the Model, the Company was inspired by established principles also regarding “corporate governance” and internal control. According to these principles, a risk management and control system, consistent with the provisions of Legislative Decree 231/2001:

•Identifies and formalizes the mapping of "areas of activity at risk," that is, the company areas exposed to potential cases of crime, and the "instrumental processes" to the possible commission of offenses, understood as processes in which, in theory, the factual conditions that make the possible commission of crimes could occur (so-called "risk management");

•Proceeds with the analysis of potential risks for the “risk activity areas” and for the “instrumental processes” identified as above, with regard to the potential ways in which offenses could be committed;

•It carries out the analysis of potential risks and the evaluation of the company's system of preventive controls against the commission of offenses and, if necessary, its definition or adjustment (so-called "risk assessment") through:

-a Code of Ethics, which sets out the general guidelines, and formalized procedures aimed at regulating in detail the operating methods in "sensitive" sectors;

- a system of delegation of functions and powers of attorney for the signing of company documents that ensures a clear and transparent representation of the process of decision-making and implementation;

-control and supervision systems in the different areas in which the company's activities are carried out according to the schemes attached to this Model;

•Establishes a consistent organizational structure aimed at inspiring and controlling the correctness of behaviors, ensuring a clear and organic assignment of tasks, applying proper segregation of duties, and ensuring that the intended arrangements of the organizational structure are actually implemented;

•Identify the processes of management and control of financial resources in risk activities;

•It assigns to the Supervisory Body the task of monitoring the functioning and compliance with the Model and proposing its update.

Therefore, the Model aims to achieve the following objectives:

•Improve the Corporate Governance system;

•Set up a structured and organic system of prevention and control aimed at reducing the risk of committing crimes related to business activities, with particular regard to reducing any illegal behavior;

•To ensure that all those who act in the name and on behalf of the Company in the "areas of risk activity" are aware that, in case of violation of the provisions set forth therein, they may commit an offense subject to penalties, both criminal and administrative, not only against themselves but also against the company;

•Inform all those who operate in any capacity in the name of, on behalf of, or otherwise in the interest of the Company that violation of the provisions contained in the Model will result in the application of specific sanctions or the termination of the contractual relationship.

•Reiterate that the Company does not tolerate unlawful behavior of any kind and regardless of any purpose, as such behavior (even in cases where the Company might apparently benefit from it) is still contrary to the ethical principles to which the Company intends to adhere.

The Model is intended for all those who work for the Company, regardless of the relationship that binds them to it and, in particular, for those who: (i) hold functions of representation, administration, management or control of the Company, (ii) are subject to the direction or supervision of any of the persons referred to in point (i) above.

With the adoption of the Model – understood as a set of general and operational rules – the Company has therefore set itself the objective of equipping itself with a set of general principles of conduct as well as procedures that meet the purposes and requirements set forth by Legislative Decree 231/2001, both in terms of the prevention of crimes and administrative offenses and in terms of monitoring the implementation of the Model and the possible imposition of sanctions.

The Model will continue to be updated in relation to further regulatory provisions issued from time to time within the scope of application of Legislative Decree 231/2001.

3.3.Document structure

This Model consists of a “General Part” and individual “Special Parts”, prepared for the different types of offenses considered as possible risks by the Company as set out in Decree 231/2001.

In the general section, after a reference to the principles of the decree, the essential components of the model are illustrated, with particular reference to the Supervisory Body, staff training and dissemination of the model within the company context, the disciplinary system, and the measures to be adopted in case of non-compliance with the model's provisions.

In the Special Section, the risk areas have been identified—taking into account the type of activity carried out by the Entity—and it was considered appropriate to focus greater attention on assessing the existence of risk profiles in relation to certain types of offenses.

3.4. Adoption and management of the Model in the Company

The Company adopts this Model, the content of which is in line with the provisions of the Decree, and establishes its own Supervisory Body in compliance with Article 6 of the Decree.

The Supervisory Body must:

1.verify that the adopted Model is updated with respect to the amendments and additions to the Decree and the Confindustria guidelines and ensure its constant application;

2.report to the company's administrative bodies any non-application and/or violations of the Model;

3.5. Amendments and additions to the Model.

Since this Model is an "act issued by the governing body" (in accordance with the provisions of Article 6, paragraph 1, letter a of the Decree), its adoption, as well as any subsequent amendments and additions, fall within the competence of the Company's Board of Directors.

In particular, it is entrusted to the Board of Directors of the Company to supplement this Model with additional Special Sections relating to other types of crimes that, as a result of new regulations, may be further connected to the scope of application of Decree no. 231/2001.

4.SUPERVISORY BODY

4.1. Identification of the supervisory body

According to the provisions of the Decree (arts. 6 and 7) and the guidelines contained in the Explanatory Report to the Decree, the Supervisory Body must have the following characteristics: autonomy and independence, professionalism, and continuity of action.

a) Autonomy and independence: these are fundamental so that the OdV is not involved in the management activities that constitute the object of its inspection and control activities; the position of such bodies within the company, in fact, must guarantee the autonomy of the control initiative from any form of interference and/or conditioning by any member of the Entity (and in particular by the governing body);

b) Professionalism: the Supervisory Body must possess within itself technical and professional skills appropriate to the functions it is called upon to perform, as well as an in-depth knowledge of the corporate and business organizational structure; these characteristics, combined with independence, guarantee objectivity of judgment.

c) Continuity of action: The Supervisory Body must constantly devote itself—with the necessary inspection and control powers—to monitoring compliance with the Model, overseeing its implementation, and ensuring its periodic updating. In particular:

-working constantly on the supervision of the Model with the necessary investigative powers,

-therefore being an internal structure, so as to guarantee the continuity of the supervisory activity,

-oversee the implementation of the Model and ensure its constant updating,

-do not perform operational tasks that may affect the overall view of the company activities required of them.

The Board of Directors of the Company has assigned the task of overseeing the functioning, compliance, and updating of the Model to the Supervisory Body pursuant to art. 6 letter b of the Decree.

In consideration of the peculiar nature of its responsibilities and the specific professional content required by them, the Supervisory Body, in carrying out its duties, will make use of those other Functions

of the Company's business that, from time to time, may prove useful for carrying out the indicated activities.

4.2. Functions and powers of the supervisory body.

The task of the Company's Supervisory Body generally consists of:

1. monitor the application of the Model in relation to the different types of offenses contemplated by the Decree;

2.verify the effectiveness of the Model and its ability to prevent the commission of the offenses referred to in the Decree

3. identify and propose to the Board of Directors updates and amendments to the Model itself in relation to changes in legislation or in company conditions.

On a more operational level, the following tasks are entrusted to the Company's Supervisory Body:

1. Periodically check the map of areas at risk of crime within the limits of the assignment received (that is, excluding activities related to the preparation of financial statements, keeping of accounting books and, more generally, the administrative, accounting, tax, financial, and management aspects of the Company) in order to adapt it to changes in the activity and/or company structure. To this end, Management and those responsible for control activities within the individual functions must report to the Supervisory Body any situations that could expose the company to the risk of crime. All communications must be in writing (including by e-mail) and not anonymous.

2. Periodically carry out targeted checks on certain operations or specific acts carried out within the areas of activity at risk as defined in the individual Special Parts of the Model.

3. Collect, process and store information (including reports referred to in the following paragraph 4.4) relevant to compliance with the Model, as well as update the list of information that must be mandatorily transmitted to the Supervisory Body itself (see following paragraph 4.4).

4. Conduct internal investigations to ascertain alleged violations of the provisions of this Model brought to the attention of the Supervisory Body by reports or that have emerged during its supervisory activities.

5.Verify that the elements provided for in the individual Special Parts of the Model for the different types of offenses (adoption of standard clauses, completion of procedures, etc.) are in any case adequate and meet the requirements for compliance with the provisions of the Decree, always within the limits of the task assigned to the Supervisory Body, and, if not, propose updates to these elements.

For the performance of the aforementioned tasks, the Supervisory Body:

•enjoys broad inspection powers and access to company documents;

•has adequate financial and professional resources;

•it makes use of the support and cooperation of the various company departments that may be interested or otherwise involved in control activities.

4.3.Reporting by the supervisory body to the corporate bodies.

Two reporting lines are assigned to the Company's Supervisory Body: the first, on a continuous basis, directly with the Company's representative, and the second, on a periodic basis, to the Board of Directors and the Board of Statutory Auditors.

The existence of the aforementioned functional relationships, even with bodies that do not have operational duties and are therefore not involved in management activities, constitutes a factor capable of ensuring that the assignment is carried out by the Supervisory Body with the highest guarantees of independence.

The Company's Supervisory Body may be convened at any time by the aforementioned bodies or may in turn submit a request to this effect, in order to report on the functioning of the Model or on specific situations.

Every year, moreover, the Company's Supervisory Body submits a written report to the Board of Directors on the implementation of the Model within the company.

4.4.Information flows to the supervisory body

4.4.1.Reports by company representatives or by third parties

In the corporate context, in addition to the documentation required in the individual Special Parts of the Model according to the procedures set out therein, any other information, of any kind, including that coming from third parties and relating to the implementation of the Model in risk activity areas, must be brought to the attention of the Supervisory Body. The Supervisory Body may be the recipient of reports within the scope of the company's Whistleblowing Policy, while ensuring confidentiality for the whistleblower, also in order to avoid retaliatory and/or discriminatory behavior against them.

The following prescriptions apply in this regard:

•any reports relating to violations of the Model or in any case resulting from behavior not in line with the rules of conduct adopted by the Company itself must be collected;

•the Supervisory Body will assess the reports received and any consequent initiatives at its reasonable discretion and responsibility, possibly listening to the author of the report and/or the person responsible for the alleged violation and providing written justification for any refusal to proceed with an internal investigation;

•Reports, in line with the provisions of the Code of Ethics, must be in written form and not anonymous, and must concern any violation or suspected violation of the Model. The Supervisory Body will act to protect whistleblowers against any form of retaliation, discrimination, or penalization, also ensuring the confidentiality of the whistleblower's identity, without prejudice to legal obligations and the protection of the rights of the company or of persons wrongly and/or maliciously accused;

•In order to facilitate the flow of reports and information to the Supervisory Body, the establishment of "dedicated information channels" ("Dedicated Channel") is envisaged.

•Reports received by the Supervisory Body must be collected and stored in a dedicated archive that can only be accessed by members of the Supervisory Body.

4.4.2.Disclosure obligations relating to official acts

In addition to the informal reports mentioned in the previous chapter, the following information must be mandatorily transmitted to the Company's Supervisory Body:

•measures and/or information coming from judicial police authorities, or from any other authority, from which it can be inferred that investigations are being carried out, even against unknown persons, for the offenses referred to in the Decree;

• legal assistance requests submitted by managers and/or employees in the event of the initiation of legal proceedings for the offenses provided for by the Decree;

•the reports prepared by the managers of other company functions as part of their control activities and from which facts, acts, events or omissions may emerge with critical profiles regarding compliance with the provisions of the Decree;

•the information relating to the actual implementation, at all company levels, of the Organizational Model with evidence of the disciplinary proceedings carried out and any sanctions imposed (including measures against Employees) or the decisions to dismiss such proceedings with the related reasons.

4.4.3.Delegation system

Finally, the system of delegations adopted by the Company and any changes made to it must be communicated to the OdV.

4.5 Characteristics of the OdV

The Supervisory Body is composed of 3 people external to the company with technical skills suitable and adequate for the assignment in question.

Reference is made to the resolution of the Board of Directors for the appointment of its members.

The objectives underlying the activities of the OdV are as follows:

1)Continuously and in the greatest detail, verify the actual application of the Organizational Model adopted by the company, and assess its effectiveness in achieving compliance objectives with respect to the company's Code of Ethics and the regulations in force from time to time;

2) Suggest to the company's administrative body the changes to be made to the Organizational Model, should the Supervisory Body find it inefficient in achieving certain objectives, or if changes in circumstances and situations require an adaptation of the current Model;

3) In the event that the Board of Directors does not respond to the suggestions referred to in point 2, and only in cases of particularly serious inefficiencies, the Supervisory Body has the authority to directly inform the shareholders' meeting and the Board of Statutory Auditors;

4)Monitor and coordinate the concrete implementation of the changes and updates to be made to the Organizational Model.

The OdV is assigned the following activities and powers:

1) It reports directly to the Chairman of the Board of Directors, with the consequence that there is no direct hierarchical relationship of subordination to the Company Management for the Supervisory Body.

2) It meets in its full composition according to a schedule decided in complete autonomy, respecting a minimum criterion of at least two meetings per year.

3)It continuously monitors and keeps under control the risk levels associated with the various sensitive business areas, assessing the effectiveness achieved by the Organizational Model in keeping the company in line with current regulations and the internal Code of Ethics (in summary: compliance verification).

4) Organizes and manages the necessary requirements to inform the company's employees and collaborators about the contents of the Organizational and Management Model, and specifically about the disciplinary system contained therein, and provides clarifications and instructions in this regard to all interested parties.

5) Coordinates with the various company functions in order to best perform their duties, having the necessary authority to request and obtain official company information and documentation.

6) Provides the competent functions with all the necessary elements to proceed with the imposition of disciplinary sanctions, should it find grounds for such in the behavior of employees and/or collaborators of the company.

7)On a semi-annual basis, prepares and subsequently stores a summary document in which the contents and evidence of the activities carried out in the previous 6 months are collected, and makes it available for consultation by the CEO, the Board of Directors, the Board of Statutory Auditors, and the shareholders' meeting.

8) Reports to the CEO and the Board of Statutory Auditors on significant facts found in his current activity.

9) Has the authority to make direct contact with the Audit Firm responsible for certifying the financial statements, particularly during the phases preceding the annual closing of the financial statements.

The various competent company functions are required to provide clear and timely information to the Supervisory Body regarding the following events and topics:

1)Ongoing investigations by judicial police authorities regarding matters relevant to the company;

2)Requests for legal assistance from employees or collaborators of the company;

3)Updates on the fulfillment of disciplinary measures initiated against employees;

4) Any documents drafted following control procedures carried out spontaneously by the company function internally;

5)Documentation available regarding the annual financial statement closing procedures;

6)Reporting of any points of disagreement between the Auditing Firm and the Company's Management in the phases preceding the closing of the financial statements;

7) Copy of the minutes of the company's Shareholders' Meetings;

8) Copy of the minutes of the Board of Directors' meetings;

9) Copy of the minutes of the periodic inspections carried out by the Board of Statutory Auditors;

10)Copy of contracts concluded with the Public Administration for any reason;

11) Copy of the documentation produced for obtaining funding and benefits granted by the Public Administration;

12) Copy of other documents produced in the exercise of one's function in compliance with current regulations.

4.6 Internal disputes

In the event of a lack of agreement among the members of the Supervisory Body on the common line to be adopted regarding one or more issues, each member may present their position directly to the Chief Executive Officer and the Board of Statutory Auditors, and in more serious cases also to the Board of Directors.

In the event of persistent and irreconcilable disagreement among its members, the Supervisory Body must submit the resignation of all its members to the company's Board of Directors.

4.7 Duration in office, removal and renewal

The Supervisory Body in the form decided here remains in office for 1 year starting from the appointment resolution, without prejudice to the right of revocation by the Board of Directors that may be appointed in the meantime.

In order to guarantee full autonomy and independence, the Supervisory Body reports directly to the Board of Directors.

Any possible removal of the members of the Supervisory Body is the responsibility of the Board of Directors. In the event of removal or disqualification, the Board of Directors promptly replaces the removed or disqualified member. The Supervisory Body ceases to exist if all its members are removed or disqualified. In such a case, the Board of Directors shall immediately reconstitute it.

5.STAFF TRAINING AND DISSEMINATION OF THE MODEL IN THE COMPANY CONTEXT.

5.1.Staff training.

The Company promotes awareness of the Model, its related internal protocols, and their updates among all employees, who are therefore required to know their content, to observe them, and to contribute to their implementation.

In particular, with regard to the communication of the Model, it is provided that the latter is delivered, together with the procedures/rules of conduct related to it, to the Recipients; it will also be published on the Company's website.

With regard to training, the Company has also planned a specific training activity concerning, in general, the regulatory provisions regarding the administrative liability of Entities (and, therefore, the consequences for the Company resulting from any offenses committed by individuals acting on its behalf), the essential characteristics of the offenses provided for by the Decree and, more specifically, the principles contained in the Model and the procedures/rules of conduct related to it, as well as the specific preventive purposes that the Model pursues in this context.

For the purposes of implementing the Model, the Head of Personnel manages, in cooperation with the Supervisory Body, the training of personnel, which will be structured according to the levels indicated below:

•Management staff and those with representative functions of the entity: initial training course conducted by the Personnel Manager in collaboration with the Supervisory Body; occasional update emails.

•Other personnel: internal information note; occasional update emails. 5.2. Information to external collaborators and partners

The Company promotes knowledge and observance of the Model also among commercial and financial partners, consultants, collaborators in various capacities, clients, and suppliers.

They will therefore be provided with specific information on the principles, policies, and procedures that the Company has adopted based on this Model, as well as the texts of the contractual clauses that, in accordance with these principles, policies, and procedures, will be adopted by the same.

6.DISCIPLINARY SYSTEM AND MEASURES IN CASE OF NON-COMPLIANCE WITH THE MODEL'S REQUIREMENTS

6.1. General principles

The establishment of an adequate sanctioning system for violations of the provisions contained in the Model is an essential condition to ensure the effectiveness of the Model itself.

In this regard, in fact, Article 6 paragraph 2, letter e) of the Decree provides that the organization and management models must “introduce a disciplinary system suitable for sanctioning non-compliance with the measures indicated in the model.”

To this end, the Company has established that violation of the rules of the Code of Ethics as well as the principles contained in the Model and the procedures/rules of conduct related to it will result in the application of sanctions to the Recipients. Such violations, in fact, undermine the relationship of trust established with the Company itself and may lead, as a consequence, to disciplinary actions against the parties involved, regardless of whether criminal proceedings are initiated in cases where the conduct does or does not constitute an offense and regardless of the outcome of the subsequent trial, since the rules of conduct imposed by the Model are adopted by the Company in full autonomy and independently of the type of offense that violations of the Model itself may entail and of any procedural consequences.

6.2.Sanctions for employees

6.2.1. Employees and Middle Managers

The behaviors of employees that violate the individual rules of conduct set out in the Code of Ethics and in this Model are defined as disciplinary offenses.

With reference to the sanctions that may be imposed on said employees, they comply with the procedures provided for by Article 7 of the Workers' Statute and any applicable special regulations.

In relation to the above, the Model refers to the categories of sanctionable acts provided for by the existing sanctioning system.

These categories describe the sanctioned behaviors, depending on the significance of the individual cases considered, and the sanctions actually provided for the commission of these acts according to their severity.

In particular, in application of the “Criteria for the correlation between workers’ misconduct and disciplinary measures” contained in the current National Collective Agreement, it is provided that:

1)The employee who violates the internal procedures set out in this Model (e.g., who does not comply with the prescribed procedures, fails to notify the Supervisory Body of the required information, fails to carry out checks, etc.) or adopts, in carrying out activities in risk areas, behavior that does not comply with the provisions of the Model itself, shall be subject to WRITTEN REPRIMAND, FINE OR SUSPENSION, as such behavior constitutes a "failure to execute orders given by the company, whether in written or verbal form" as referred to in the aforementioned "Criteria of correlation".

2) The employee is also subject to the measure of DISMISSAL WITH NOTICE if, in carrying out activities in risk areas, they adopt behavior that does not comply with the provisions of this Model and is unequivocally aimed at committing an offense sanctioned by the Decree, since such behavior must be considered as an "act that radically undermines the company's trust in the employee" as referred to in the aforementioned "Criteria of correlation".

3)The measure of DISMISSAL WITHOUT NOTICE also applies to the employee who, in carrying out activities in risk areas, adopts conduct that is clearly in violation of the provisions of this Model, such as to result in the concrete application to the company of measures provided for by the Decree, since such conduct must be considered as behavior capable of causing "serious moral and/or material harm to the Company," as well as constituting a "crime under the law" as referred to in the aforementioned "Criteria of correlation."

The disciplinary system is constantly monitored by the Supervisory Body and the Human Resources Manager.

6.2.2.Managers

In the event of a violation by executives of the internal procedures provided for by this Model, or the adoption, in carrying out activities in risk areas, of behavior not in compliance with the provisions of the Model itself, the most appropriate measures will be applied to those responsible in accordance with the provisions of the National Collective Labor Agreement for Industrial Executives.

6.3. Measures against directors and statutory auditors

In the event of a violation of the Code of Ethics and the Model by the Company's Directors and Statutory Auditors, the Supervisory Body will inform the competent corporate bodies that are not specifically in conflict, with the consequent adoption of the most appropriate measures from time to time, within those provided for by the regulations in force from time to time.

In the event that the indictment of Directors, alleged perpetrators of the crime from which the company's administrative liability arises, has been ordered, the Shareholders' Meeting will be convened to deliberate on the revocation of their mandate.

6.4. Measures towards external collaborators, suppliers and partners.

Any conduct—carried out by external collaborators, suppliers, or partners—in contrast with the guidelines indicated in this Model and such as to entail the risk of committing an offense sanctioned by the Decree, may result, thanks to the activation of appropriate clauses, in the termination of the contractual relationship.

6.5. Measures towards the Supervisory Body.

With reference to the Supervisory Body, if the relationship with the Company is one of employment, the provisions set out in paragraph 6.2 above shall apply; if, on the other hand, the relationship is one of collaboration/consultancy, the provisions set out in paragraph 6.4 above shall apply.

7.CONFIRMATION OF APPLICATION AND ADEQUACY OF THE MODEL

The procedures referable to the Model, as well as other internal corporate rules, comply with general principles of internal control aimed at ensuring a healthy, correct, and consistent management of the company in line with the set objectives and, specifically, compliance with the provisions of Legislative Decree 231/01. In general, the Company's internal control system, outlined within company procedures and other internal corporate rules, must be suitable to:

•ensure, within company processes, an adequate level of separation of functions, so as to prevent situations of conflict of interest in the assigned responsibilities;

•ensure the attribution of authorization and signing powers consistent with the assigned organizational and managerial responsibilities;

•ensure, within the scope of operational and administrative-accounting activities, the use of systems and procedures that guarantee the complete and accurate recording of company events and management facts;

•ensure that the management of financial resources takes place in full compliance with current regulations and that every financial transaction is previously authorized, as well as accurately and completely recorded and reported;

•ensure the traceability of control and monitoring activities carried out on operational processes and administrative-accounting activities.

The Model will be subject to two types of checks:

(i) monitoring activities on the effectiveness of the Model (which consists in verifying the consistency between the actual behavior of the Recipients and the Model itself) through the establishment of a system of periodic declarations by these subjects, by means of which they confirm that no actions inconsistent with the Model have been carried out.

In particular that:

a) the guidelines and contents of this Model have been respected

b) the delegation powers and signature limits have been respected.

The managers of the identified risk areas are responsible for having their subordinates complete the declarations and for forwarding them to the Supervisory Body where these fall within its scope of operation; the Supervisory Body will handle their filing and carry out random checks.

(ii)procedure checks: annually, the actual functioning of this Model will be verified according to the methods established by the Supervisory Body, where falling within its scope of operation. Furthermore, a review will be undertaken of all reports received during the year, the actions taken by the Supervisory Body and other relevant parties, the events considered risky, and the staff's awareness regarding the offenses provided for by the Decree, with random checks.

The outcome of this verification, highlighting any possible shortcomings and suggestions for actions to be taken, will be included in the annual report that the Supervisory Body prepares for the Company's Board of Directors.

PREMISE

SPECIAL PART

Areas of activity at risk:

1) the management of relations with the Public Administration, the Authority, public offices, and customs offices for obtaining and/or renewing authorizations, licenses or concessions, or for the payment of duties;

2) the fulfillment of mandatory obligations towards the Public Administration and Authorities and the management of relations with them during inspections and checks related to the execution of company activities;

3) the management of hazardous activities in relation to compliance with safety regulations for workers and workplaces;

4) the management of relations with auditing firms, with the Board of Statutory Auditors, and with shareholders;

5) the management of judicial, extrajudicial or arbitration proceedings;

6) the preparation of the company’s financial statements, the management report, and corporate disclosure in general;

7) the management of relationships with customers and suppliers.

Instrumental processes:

1) the management of financial resources;

2) the management of the purchase of goods and services;

3) the management of the sale of goods and services;

4) the selection and hiring of personnel;

5)the management of the prevention of workplace accidents and, in general, of risks to the health and safety of workers.

The result of the analysis process of the “areas of activity at risk” and the “instrumental processes” is collected in company documents.

SPECIAL PART “A”

Crimes against the Public Administration

Below is a brief description of the offenses covered in Articles 24 and 25 of the Decree.

Aggravated fraud to the detriment of the State or another public entity (art. 640, paragraph 2 no. 1, criminal code): The crime is committed when, by using tricks or deception and thereby misleading someone, an unjust profit is obtained to the detriment of the State, another public entity, or the European Union.

This crime can occur when, for example, in the preparation of documents or data for participation in tender procedures, untruthful information is provided to the Public Administration (for example, supported by fabricated documentation), in order to obtain the award.

Aggravated fraud for obtaining public funds (art. 640 bis Criminal Code): The crime is committed when the fraudulent conduct described above concerns public funding, by any name, granted by the State, other public entities, or the European Union.

This situation may occur in cases where tricks or deception are used, for example by providing false information or preparing fake documentation, in order to obtain public funding.

Embezzlement to the detriment of the State (art. 316 bis c.p.): The crime punishes the act of anyone who, having obtained from the State, another public body, or the European Union, funds, by whatever name called, intended to promote the realization of works or activities of public interest, does not allocate them to the intended purposes.

Since the punished act consists in the failure to allocate the disbursed funding to the intended purpose, the offense can also be configured with reference to funds obtained in the past that are not now used for the purposes for which they were granted.

Undue receipt of disbursements to the detriment of the State (art. 316 ter c.p.): The offense occurs in cases where - through the use or presentation of false statements or documents, or by omitting required information - one obtains, without entitlement, grants, funding, subsidized loans, or other similar disbursements granted or provided by the State, other public entities, or the European Union.

In this case, contrary to what was seen regarding the previous point (art. 316 bis), the destination of the public funds granted is irrelevant, since the crime is committed at the moment of their — undue — obtaining.

It should also be noted that this offense, having a residual nature, is established only if the conduct does not constitute the more serious offense of aggravated fraud against the State (art. 640 bis c.p.).

Computer fraud to the detriment of the State or another public entity (art. 640 ter, paragraph 1, Criminal Code): This type of crime occurs when, by altering the functioning of an IT or telematic system or manipulating the data contained therein, an unjust profit is obtained causing damage to the State or another public entity.

Specifically, the crime in question could be configured if, once funding has been obtained, the computer system of the Public Administration is breached in order to enter an amount higher than that legitimately obtained.

Extortion (art. 317 Criminal Code): The crime occurs when a public official or a person in charge of a public service, abusing their position or power, forces or induces someone to unduly give or promise, to themselves or others, money or other benefits.

The offense under examination presents limited risk profiles for the purposes of Legislative Decree 231/01: in fact, since it is an offense specific to qualified subjects, the liability of the entity may only arise in cases where an Employee or Agent of the Company, in the interest or to the advantage of the Company, participates in the offense committed by the public official or the person in charge of a public service, who, taking advantage of their position, demand undue services.

Corruption (Articles 318-319 Criminal Code): The crime occurs when a public official or a person in charge of a public service receives or is promised, for themselves or others, money or other benefits in order to perform, omit, or delay acts of their office or to perform acts contrary to their official duties.

The offense is also constituted in the case where the undue offer or promise is made with reference to acts—whether in accordance with or contrary to official duties—already carried out by the public official.

The crime therefore exists both in the case where the public official, in exchange for compensation, performs a required act (for example: speeding up a procedure whose completion is within their competence), and in the case where they perform an act contrary to their duties (for example: ensuring the unlawful awarding of a contract).

This criminal offense differs from extortion, as there is an agreement between the corrupted and the corrupter aimed at achieving mutual benefit, whereas in extortion the private individual is subjected to the conduct of the public official or the person in charge of the public service.

Pursuant to Article 321 of the Criminal Code, the penalties provided for public officials and persons in charge of a public service also apply to private individuals who give or promise money or other benefits to the latter.

Incitement to corruption (art. 322 Criminal Code): The penalty provided for this crime applies to anyone who offers or promises money to a public official or a person in charge of a public service, to induce them to perform an act contrary to or in accordance with their official duties, if the promise or offer is not accepted. Likewise, the conduct of the public agent who solicits a promise or an offer from a private individual is also sanctioned.

Corruption in judicial acts (art. 319-ter): The crime occurs when someone offers or promises money or other benefits to a public official or a person in charge of a public service in order to favor or harm a party in a civil, criminal, or administrative proceeding.

Therefore, the company may be held liable for the offense if, being a party in a judicial proceeding, it bribes a public official (not only a judge, but also a court clerk or another official) in order to obtain a favorable outcome.

Undue inducement to give or promise benefits (art. 319-quater): The crime is committed when a public official or a person in charge of a public service, abusing their position or powers, induces someone to unduly give or promise, to them or to a third party, money or other benefits. Unlike what is provided for extortion, the private individual is punishable. According to case law, undue inducement may consist of an activity of suggestion, persuasion, or moral pressure carried out by a public official or a person in charge of a public service towards a private individual which, although perceived as unlawful by the latter, does not annihilate their freedom of determination, making it possible for them not to comply with the demand of the public official.

To complete the examination of the offenses provided for by art. 24 of the decree (extortion, corruption, incitement to corruption, and corruption in judicial acts), it should be noted that, pursuant to art. 322 bis of the Criminal Code, the aforementioned offenses also exist in cases where they concern foreign public officials, that is, those who perform functions analogous to those of Italian public officials within community bodies, other member states of the European Union, foreign states, or international public organizations.

Law no. 3 of January 19, 2019 (amending Article 25 of the Decree) has increased the disqualification sanctions for corruption offenses, differentiating the amount based on the role held within the entity by the person who committed the crime: for offenses committed by administrators, the application of disqualification sanctions is provided for from four to seven years, while for offenses committed by persons under their supervision or control, the sanction is provided for from two to four years.

The same law of January 19, 2019, no. 3 (by inserting a new paragraph 5-bis into Article 25 of the Decree) introduced a sentence reduction for entities that, before the first instance judgment, take action to prevent the criminal activity from resulting in further consequences, to secure evidence of the crimes and to identify those responsible or to seize the sums or other assets transferred, and have eliminated the organizational shortcomings that led to the crime by adopting and implementing organizational models suitable for preventing crimes of the type that occurred.

A.2RISK AREAS

The aforementioned offenses are based on the establishment of relationships with the Public Administration, understood in a broad sense and including also the Public Administration of foreign States, as well as public officials, persons in charge of public services or, more generally, with representatives of the Public Administration, with Supervisory Authorities, with the Judicial Authority, with Independent Administrative Authorities, Italian or foreign, with Law Enforcement Agencies.

Therefore, all company areas that, in carrying out their activities, have dealings with public administrations are defined as risk areas. Support Areas are defined as those areas of company activity that manage financial instruments and/or substitute means which, although not having dealings with the Public Administration, can support the commission of crimes.

Taking into account, therefore, the multiplicity of relationships that the Company maintains with Public Administrations in Italy and abroad, the following areas of activity have been identified as being more specifically at risk:

Areas at risk of crime:

1. Management of relations with institutions and public bodies;

2.Litigation management;

3.Administrative management of personnel;

4. Management of relations with Authorities/Supervisory Bodies;

5. Management of subsidized financing;

6. Administration, accounting and tax. Support areas:

7. Management of consultancy/professional service contracts;

8.Personnel selection;

9. Human resources development and training;

10.Management of finance and treasury;

11.Asset management;

Any additions to the aforementioned risk activity areas may be proposed by the Chairman of the Company to its Board of Directors.

The areas at risk of crime thus identified have served as the reference point in defining the control procedures to be implemented for the adaptation of the current internal control system.

The type and frequency of control procedures implemented on the various areas at risk of crime have been defined taking into account the relevance of the individual points of contact with the Public Administration.

A.3 RECIPIENTS OF THE SPECIAL SECTION — GENERAL PRINCIPLES OF CONDUCT AND IMPLEMENTATION OF THE DECISION-MAKING PROCESS IN RISK ACTIVITY AREAS

This Special Section refers to conduct carried out by directors, managers, and employees (“Company Representatives”) operating in risk activity areas as well as by external Collaborators and Partners, as already defined in the General Section (hereinafter, all referred to as the “Recipients”).

This Special Section expressly prohibits — for Company Representatives, directly, and for external Collaborators and Partners, through specific contractual clauses — the following:

1) engage in conduct that constitutes the types of offenses considered above (Articles 24 and 25 of the Decree);

2) engage in behaviors that, although not in themselves constituting cases of crime among those considered above, could potentially become so;

3) to engage in any situation of conflict of interest with respect to the Public Administration in relation to the aforementioned cases of crime.

Within the scope of the aforementioned behaviors (also established by the Code of Ethics adopted by the Company), it is specifically prohibited to:

a)make monetary donations to public officials;

c) grant other advantages of any kind (promises of employment, etc.) in favor of representatives of the Public Administration that may result in the same consequences as provided in the previous point b);

d) provide services in favor of the Partners that do not find adequate justification in the context of the associative relationship established with the Partners themselves;

e) to recognize compensation in favor of external collaborators that is not adequately justified in relation to the type of assignment to be carried out and to the practices in force locally;

f) to submit untruthful statements to national or community public bodies in order to obtain public disbursements, contributions or subsidized funding;

g) allocate sums received from national or community public bodies as grants, contributions or funding for purposes other than those for which they were intended.

For the purposes of implementing the above-mentioned behaviors:

1) Relations with the Public Administration for the aforementioned areas of risk activity must be managed in a unified manner, proceeding with the appointment of a specific person responsible for each operation or for multiple operations (in the case of particular repetitiveness of the same) carried out in the risk activity areas;

2)association agreements with Partners must be defined in writing, highlighting all the conditions of the agreement itself - in particular regarding the economic conditions agreed for joint participation in the procedure - and must be proposed or verified or approved by at least two individuals belonging to the Company;

3) the assignments given to external collaborators must also be drawn up in writing, indicating the agreed compensation and must be signed in accordance with the delegations received;

4)no type of payment can be made in cash or in kind;

5) the statements made to national or community public bodies for the purpose of obtaining disbursements, contributions or funding must contain only absolutely truthful elements and, in the event of obtaining the same, a specific report must be issued;

6) Those who perform a function of control and supervision over compliance related to the execution of the aforementioned activities (payment of invoices, allocation of funds obtained from the State or from community bodies, etc.) must pay particular attention to the implementation of such compliance and immediately report any irregularities to the Supervisory Body (OdV).

A.4 AREAS OF RISKY ACTIVITIES: FUNDAMENTAL ELEMENTS OF THE DECISION-MAKING PROCESS

A. 4.1. Individual risk operations: identification of internal managers and evidence sheets

Proper evidence must be given of the operations carried out in the risk areas referred to in the previous paragraph A.2

To this end, the President and the heads of departments within which risk operations are carried out become internally responsible for each individual risk operation directly performed or implemented by them within the unit under their supervision.

These managers become the reference persons for the risky operation and are specifically responsible for relations with the Public Administrations, for the activities carried out with them.

Risk activities must be brought to the attention of the Supervisory Body by the aforementioned managers through the completion of specific Evidence Sheets (hereinafter the "Sheets") to be updated periodically, showing:

a)the Public Administrations that have competence over the procedures subject to the operation;

b) the declaration issued by the Sector Manager - for themselves and for the internal sub-managers delegated to carry out activities involving relations with the Public Administration - stating that they are fully aware of the requirements to be fulfilled and the obligations to be observed in carrying out the operations and that they have not committed any offenses considered by the Decree

c) the indication of the main initiatives and the main obligations carried out in the performance of the operations.

On the operations in question, the Supervisory Body may carry out further checks, which will be documented in writing.

A.4.2 Instructions and checks of the Supervisory Body It is the task of the Supervisory Body:

a)oversee the issuance and updating of standardized instructions relating to:

-homogeneous and consistent completion of the Evidence Sheets;

-attitudes to adopt in the context of Risk Activities and, in general, in relations with the Public Administration;

Such instructions must be written and kept on paper or electronic media;

b) periodically verify — with the support of other competent functions — the system of delegations in force, recommending changes in the event that the management power and/or qualification does not correspond to the powers of representation granted to the internal manager or to the sub-managers;

c) periodically verify, with the support of other competent functions, the validity of appropriate standard clauses aimed at:

- to compliance by external collaborators and partners with the provisions of the Decree;

- the possibility for the Company to carry out effective control actions towards the Recipients of the Model in order to verify compliance with the provisions contained therein;

-to the implementation of sanctioning mechanisms (such as withdrawal from the contract with Partners or external Collaborators) in the event that violations of the provisions are ascertained;

d)indicate to management any additions to the financial management systems already in place in the Company, highlighting the appropriate measures to detect the existence of any atypical financial flows characterized by greater margins of discretion compared to what is ordinarily expected.

SPECIAL PART “B”

Violation of accident prevention regulations

B.1.THE TYPE OF OFFENSES (ART. 25 SEPTIES OF THE DECREE)

Below is a brief description of the main offenses covered in Article 25-septies of the Decree.

Manslaughter and serious or very serious negligent injuries committed in violation of accident prevention regulations and regulations on the protection of hygiene and health at work (Articles 589 and 590, third paragraph, Criminal Code): These are two types of offenses whose typical conduct is carried out by failing to comply with accident prevention regulations and regulations on the protection of hygiene and health at work, resulting in the death (Art. 589 Criminal Code) or serious or very serious injury (Art. 590, third paragraph, Criminal Code) of individuals working for the company.

The two cases occur as a result and consequence of the lack of and/or incorrect application of accident prevention regulations and those concerning the protection of hygiene and health at work.

It is specified that:

-the conduct must be aimed at obtaining an advantage for oneself or others: in this case, the unjust profit occurs when the company fails to adequately invest in financial and/or human resources in order to prevent the occurrence of similar events;

-liability is excluded if the company proves that it has complied with all regulations regarding safety, prevention, and health in the workplace, as well as having implemented prevention and protection measures with consequent monitoring activities;

B.2. MAIN AREAS OF ACTIVITY AT RISK OF COMMISSION OF CRIMES

The activities carried out by the Company in potentially at-risk areas are regulated by written internal procedures that comply with the criteria imposed by the Decree and, prior to that, by the regulatory provisions set forth in Legislative Decree No. 626/1994 as subsequently replaced by Law No. 81/2008.

The areas of activity considered more specifically at risk in relation to the offenses under examination are deemed to be the following:

1. handling, storage and packaging of goods;

2. warehouse and market management and operations;

3. management and operation of external areas;

This Special Section, in addition to the specific principles of conduct relating to the risk areas indicated above, refers to the general principles of conduct set out in the Code of Ethics adopted by the Company, which all Company Employees are required to observe.

B.3. RECIPIENTS OF THE SPECIAL PART — GENERAL PRINCIPLES OF CONDUCT IN RISK AREAS OF ACTIVITY

Recipients of this Special Part "C" are all subjects who, directly and/or indirectly, are responsible for compliance with regulations regarding safety and accident prevention, as well as the protection and safety of workers and, therefore, primarily operators dedicated to the handling of goods and those responsible for supervising compliance with accident prevention regulations and the protection and health of workers ("Recipients").

The Recipients are expressly required to:

1.behave in compliance with legal regulations and company procedures in all the company's operational activities;

2. strictly observe all the regulations established by law to prevent accidents and to ensure the safety and health of the operators;

3. comply with the provisions issued by the Heads of Department in accordance with current regulations;

4. promptly and consistently carry out checks on compliance with current regulations;

B.4. PRINCIPLES FOR IMPLEMENTING THE DESCRIBED BEHAVIORS

Below are described the methods of implementation of the aforementioned principles.

For the prevention of the aforementioned crimes, the Company provides employees with all the necessary devices for the prevention and protection of their integrity and has implemented specific procedures for information, verification, and control to ensure the correct and effective compliance with the current legal provisions in this area.

In particular, these procedures provide for:

>the dissemination of the rules for implementing operational activities;

>the timely transmission to all operators of the documents containing the rules for implementing the Company's operational process, as well as appropriate recording of such transmission;

>meetings between safety managers (RSPP) and the Recipients;

>the supervision by the Supervisory Body (OdV) over the dissemination, application, and verification of compliance with regulatory provisions aimed at preventing the situations subject to the crimes under examination;

>the prompt communication to the Supervisory Body of any situation that may create criminal hypotheses.

B.5 DUTIES OF THE SUPERVISORY BODY.

The tasks of the Supervisory Body are as follows:

>monitoring the effectiveness of internal procedures for the prevention of the crimes under review;

>examination of any reports from supervisory bodies or any employee and ordering of any investigations deemed necessary;

>verification of the actual independence of the security managers.

The Supervisory Body must report the results of its monitoring and control activities annually to the Board of Directors.

SPECIAL PART “C”

Environmental crimes

C.1.THE TYPES OF OFFENSES (ART. 25 UNDECIES OF THE DECREE)

The type of offenses in question that was introduced in Legislative Decree 231/2001 does not appear to be attributable to the Company due to the nature of the activities carried out, except in relation to the crime of environmental pollution, for which, given the particular importance that the environment holds for the Company, it is nevertheless considered necessary to provide for implementation provisions for the prevention of such an offense.

The offenses introduced in Article 25-undecies of the Decree relating to the possession/sale/suppression of animals of protected species, or to the defacement of habitats located in protected areas, to the management and treatment of waste, or even to the operation of plants, do not appear to be applicable to the Company, especially given the type of activity it carries out.

What is given particular attention, however, within the scope of the regulation under examination, is the crime of soil or subsoil pollution, not because the Company carries out activities that could even abstractly lead to the crime of pollution, but, as highlighted above, because there is a particularly strong interest in environmental protection.

C.2. MAIN AREAS OF ACTIVITY AT RISK OF COMMISSION OF CRIMES

Within the limits highlighted above, the Company has adopted internal procedures and preventive measures in order to avoid engaging in behaviors that could be considered harmful to the environment and a source of environmental pollution, in compliance with the criteria imposed by the Decree.

This Special Section refers to the general principles of conduct set out in the Code of Ethics adopted by the Company, which all directors and employees of the Company are required to observe.

C.3. RECIPIENTS OF THE SPECIAL SECTION — GENERAL PRINCIPLES OF CONDUCT IN RISK ACTIVITY AREAS

Recipients of this Special Section "F" are all directors and employees (hereinafter the "Recipients").

With regard to the criminal case in question, the Recipients are expressly required to:

1. maintain behavior that is consistent and appropriate with respect for the environment;

2. strictly observe all the regulations established by law for the protection of the environment and always act in compliance with the internal company procedures based on these regulations;

3. ensure the regular functioning of the company by avoiding any possible activity that implies the violation of regulations protecting the environment;

4. ensure that pollution prevention measures, where required by law, are adopted.

C.4 DUTIES OF THE SUPERVISORY BODY.

The tasks of the Supervisory Body are as follows:

>monitoring the effectiveness of internal procedures and rules for the prevention of the crimes in question;

>examination of any reports from supervisory bodies or from any employee and arrangement of any investigations deemed necessary;

>periodic checks on compliance with internal procedures;

The Supervisory Body must report the results of its monitoring and control activities annually to the Board of Statutory Auditors.

SPECIAL PART “D”

Employment of personnel without a valid residence permit

D.1.THE TYPE OF OFFENSES (ART. 25 DUODECIES OF THE DECREE)

With the introduction of the criminal offense under examination, the company is required to verify whether a potential employee has a valid residence permit and is consequently held responsible in the event of hiring—in any form—people who lack this requirement.

D.2. MAIN AREAS OF ACTIVITY AT RISK OF CRIMINAL OFFENSES

The areas of activity considered more specifically at risk in relation to the crime in question are deemed to be the following:

1.Hiring and management of personnel.

This Special Section, in addition to the specific principles of conduct relating to the risk area indicated above, refers to the general principles of conduct set out in the Code of Ethics adopted by the Company, which all directors and employees of the Company are required to observe.

D.3. RECIPIENTS OF THE SPECIAL SECTION — GENERAL PRINCIPLES OF CONDUCT IN RISK AREAS OF ACTIVITY

Recipients of this Special Part "E" are the directors and the persons responsible for the hiring and management of personnel (hereinafter the "Recipients").

The Recipients are expressly required to:

1.maintain correct, transparent, and collaborative behavior, in compliance with legal regulations and company procedures in managing relationships with potential employees and, in general, with all staff, and in respect of the assigned company duties;

2.maintain correct, transparent, and prudent behavior, in compliance with legal regulations and company procedures, paying the utmost attention and care when establishing relationships with third parties in order to avoid risky situations;

3. strictly observe all the rules established by law for the protection of the Company and always act in compliance with the internal company procedures based on these rules;

4. ensure the regular functioning of the company by avoiding any possible activity that involves carrying out operations that are risky for the commission of the crimes in question.

D.4. PRINCIPLES FOR IMPLEMENTING THE DESCRIBED BEHAVIORS

For the prevention of the crime in question, reference is made to the current company procedures regarding hiring and personnel management, as well as verification of the requirements for individuals who may be hired and/or operate within the company.

D.5 DUTIES OF THE SUPERVISORY BODY.

The tasks of the Supervisory Body are as follows:

>monitoring the effectiveness of internal procedures and rules for the prevention of the crimes in question;

>examination of any reports from supervisory bodies or from any employee and ordering of any investigations deemed necessary;

>periodic checks on compliance with internal procedures and corporate governance rules.

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Legislative Decree 231/2001