Code of Ethics

The REDBOX GROUP (hereinafter the “Company”) carries out the production of corrugated cardboard packaging, mainly throughout the national territory, with operating units in Pomezia (RM) and Mezzago (MB).

In addition to complying, in the performance of its activities, with the laws and regulations in force in all countries in which it operates, the Company intends to observe high ethical standards in the daily conduct of its work. Such standards, and their guiding principles, are set out in this Code of Ethics (hereinafter the “Code”).

The Code is an instrument that complements the rules of conduct laid down by the legislator: compliance with the law, although a fundamental condition, is often not sufficient for the Company, which requires that all corporate decisions and the conduct of its personnel be based both on strict compliance with the law and on ethical rules, even in cases where such rules are not codified by the legislator.

The term “personnel” refers to all people who work in the Company or for it: employees, directors, agents, external consultants and collaborators in any capacity.

The Code expresses the ethical commitments and responsibilities assumed by those who, in various capacities, contribute to achieving the Company’s objectives, towards: capital holders, employees, collaborators, external consultants, suppliers, customers and other parties. These parties, taken together, are referred to as stakeholders, as they hold interests linked to the Company’s activities.

Every person who works in or for the Company is required to act in accordance with the provisions contained in this Code of Ethics.

Particular attention is required from those who, in any manner, hold positions of responsibility both at headquarters and in the various operating units: such persons are required to ensure that the adopted principles are consistently applied and to maintain conduct that serves as an example to employees, collaborators and consultants.

The Code is available to customers, suppliers and other third parties interacting with the Company: in particular, it is brought to the attention of third parties who receive assignments from the Company or maintain ongoing relationships with it, formally inviting them to comply with the principles and conduct criteria within their relationships with the Company.

Index

• 1. Principles of conduct for the organization – 4
• 2. Principles of conduct for personnel – 8
• 3. Conduct criteria – 10
  • Relations with personnel – 10
  • Duties of personnel – 14
  • Relations with customers – 17
  • Relations with suppliers – 18
  • Relations with the Company’s capital holders – 21
  • Relations with Public Administrations – 21
  • Relations with the community – 23
  • Disclosure of information – 24
• 4. Implementation mechanisms of the Code of Ethics – 26
  • Dissemination and communication – 26
  • Supervision of implementation – 26
  • Reporting issues or suspected violations – 26
  • Disciplinary measures following violations – 27
  • Operating procedures and decision-making protocols – 27
• 5. Final provisions – 29

1. Principles of conduct for the organization

The principles listed below are considered fundamental; therefore, the Company undertakes to respect them towards everyone.

The Company also requires that these principles be respected by all internal and external parties that maintain relationships of any kind with it.

Compliance with laws and regulations

The Company operates in strict compliance with the law and strives to ensure that all personnel act accordingly: people must behave in compliance with the law, regardless of the context and activities carried out and the countries in which they operate. This commitment must also apply to agents, consultants, suppliers, customers and anyone who has relationships with the Company.

The Company will neither start nor continue any relationship with anyone who does not intend to align with this principle.

Integrity of conduct

The Company undertakes to produce and provide quality products and/or services and to compete on the market according to principles of fair and free competition and transparency, maintaining proper relationships with public, governmental and administrative institutions, with citizens and with third-party companies. Everyone is required to act, in any situation, with integrity, transparency, consistency and fairness, conducting every business relationship honestly.

Rejection of all discrimination

In decisions affecting relationships with its stakeholders (choice of customers, relationships with capital holders, personnel management and work organization, selection and management of suppliers, relationships with the surrounding community and the institutions representing it), the Company avoids any discrimination based on age, gender, sexuality, health status, race, nationality, political opinions and religious beliefs of its counterparts.

Freedom of association

The Company guarantees and promotes, for all its stakeholders without exception, freedom of association for any lawful purpose not prohibited by applicable rules.

The Company also creates conditions so that stakeholders’ participation in associative life can be as complete as possible, compatible with work and production needs.

Enhancement of human resources

The Company recognizes that human resources are a fundamental factor for its development, and therefore guarantees a safe working environment, facilitating the performance of work and enhancing each person’s professional aptitude. The workplace, inspired by respect, fairness and cooperation, must allow involvement and accountability regarding specific objectives and the ways to pursue them.

The Company, in any case, guarantees for every employee a healthy working environment, well above the minimum hygiene and health standards set by applicable rules.

Human resources management is based on respect for each person’s personality and professionalism, ensuring their physical and moral integrity: personnel must always behave respectfully towards the people they come into contact with on behalf of the Company, treating everyone fairly and with dignity.

The Company rejects any form of forced labor or labor performed by persons below the minimum working age set by current Italian legislation and does not tolerate violations of human rights in any way.

The Company does not employ in any way foreign workers who are not compliant with current rules on legal stay in the national territory.

The Company guarantees its employees regular payment of wages and acceptable working hours, in accordance with current rules.

The Company undertakes not to maintain relationships and/or to immediately interrupt any relationship with parties that do not enhance their human resources according to the principles set out herein.

Fairness in the exercise of authority

In managing contractual relationships that imply hierarchical relations, the Company undertakes to ensure that authority is exercised fairly and correctly and that any form of abuse is avoided: in particular, the Company ensures that authority does not turn into arbitrary exercise of power that harms the dignity and autonomy of the person.

These values must, in any case, be safeguarded when making choices regarding work organization.

Protection of health, safety and the environment

The Company intends to conduct its activities and investments in a socially responsible manner and environmentally sustainable. The Company also acts to ensure complete and exhaustive communications with the community, taking care to disseminate correct and truthful information regarding its activities.

Unethical conduct

Unethical, and conducive to hostile attitudes towards the Company, are the behaviors of anyone, individual or organization, who seeks to appropriate the benefits of others’ collaboration by exploiting positions of strength.

Fairness in contractual matters

Contracts and work assignments must be performed as knowingly established by the parties: the Company undertakes not to exploit conditions of ignorance or incapacity of its counterparts.

It must also be avoided that, in existing relationships, anyone acting in the name and on behalf of the Company seeks to take advantage of contractual gaps or unforeseen events to renegotiate the contract solely to exploit the counterpart’s dependence or weakness.

Protection of competition

The Company intends to protect the value of fair competition by refraining from collusive, predatory and abusive conduct. Therefore, all parties working with the Company in various capacities may not participate in agreements contrary to rules governing free competition among companies.

Enhancement of investment in the Company

The Company strives to ensure that economic/financial results safeguard and increase the value of its capital in order to adequately remunerate the risk assumed by capital holders.

The Company also creates conditions so that capital holders’ participation in decisions within their competence is informed: to this end, it promotes equal access to information and protects the general interest of the body of capital holders against actions by individuals aimed at prevailing their particular interests.

Transparency and completeness of information

The Company is required to provide complete, transparent, understandable and accurate information so that, in setting up relationships with the Company, stakeholders can make independent and informed decisions about the interests involved, alternatives and relevant consequences.

In particular, when drafting any contracts, the Company takes care to specify to the counterparty the behaviors to be adopted in all foreseeable circumstances, clearly and understandably.

Protection of personal data

The Company collects and processes personal data of customers, capital holders, collaborators, employees, consultants and other parties and natural persons.

The Company undertakes to process such data within the limits and in accordance with applicable privacy legislation, with specific reference to Regulation (EU) 2016/679 (GDPR).

Company personnel who, within their job duties, process data—whether special-category or not—must always comply with the above legislation and the operational instructions provided by the Company, and are required to undertake training on the processing of personal data.

Processing of information

Information regarding stakeholders is handled by the Company in compliance with confidentiality.

In particular, the Company:

• defines an information-processing organization ensuring proper separation of roles and responsibilities;
• classifies information by increasing criticality levels and adopts appropriate countermeasures at each processing stage;
• requires third parties involved in information processing to sign confidentiality agreements.

2. Principles of conduct for personnel

Personnel must observe the following principles in their conduct towards the Company and third parties with whom they come into contact.

Professionalism

Each person performs their work and services with diligence, efficiency and correctness, in compliance with applicable rules, making the best use of the tools and time available and taking responsibility for related obligations.

Loyalty

Personnel are required to be loyal to the Company.

Honesty and compliance with specific rules

In carrying out their work, Company personnel must know and diligently comply with applicable laws, with particular attention to workplace safety rules. In no case can the pursuit of the Company’s interest justify dishonest conduct. The Company provides appropriate tools to adequately inform people where there is doubt about how to proceed.

Fairness

Company personnel do not use for individual purposes information, assets, facilities and equipment available to them in performing their function or assignment.

No one accepts or exerts, for themselves or others, pressures, recommendations or reports that may harm the Company or provide undue advantages; everyone rejects and does not make promises of undue offers of money or other benefits.

Confidentiality

Personnel ensure maximum confidentiality regarding news and information constituting the Company’s assets or relating to its activities (production procedures, materials, marketing strategies, etc.), in compliance with law, applicable regulations and internal procedures.

Moreover, Company personnel must not use confidential information for purposes unrelated to their duties: for example, to carry out illegal insider trading or similar activities.

Personal appearance and manners

Company personnel must always maintain a dignified personal appearance and behave appropriately and politely towards superiors, colleagues, external consultants, customers and third parties unrelated to the Company.

Resolution of conflicts of interest

Company personnel pursue the objectives and general interests of the Company in performing their work.

Everyone must promptly inform their manager or contact person of situations or activities where there may be an interest conflicting with that of the Company, either by the person themselves or close relatives, and in any other case where significant reasons of appropriateness arise.

Personnel comply with the decisions adopted by the Company in this regard.

3. Conduct criteria

3.1. Relations with personnel

Personnel selection

The assessment of candidates to be hired is carried out based on the match between candidate profiles and expected profiles and business needs, in compliance with equal opportunity for all interested parties.

In the case of non-EU citizens, a valid residence permit in the national territory is also a relevant and preclusive requirement for hiring.

Requested information is strictly connected to verifying the aspects provided for by the professional and aptitude profile, respecting the candidate’s private sphere and opinions.

HR staff adopt appropriate measures during selection to avoid favoritism and any form of facilitation.

Establishment of the employment relationship

Employees are hired with a regular employment contract, according to the types provided for by national law: no form of irregular work is tolerated.

Upon establishment of the employment relationship, the person receives accurate information about:

• characteristics of the role and duties to be performed;
• regulatory and remuneration elements;
• rules and procedures to adopt to avoid possible health risks associated with work activities;
• internal regulations to be respected according to the duties to be performed.

This information is presented to the new hire so that acceptance of the assignment is based on an effective understanding of its content.

Personnel management

Employees are the Company’s primary resource. Therefore, the Company pays particular attention to enhancing individuals and their professional growth on a strictly merit-based basis.

The Company undertakes to protect people’s moral integrity, guaranteeing the right to working conditions that respect their dignity. Everyone must be treated with the same respect and dignity and has the right to the same opportunities for professional and career development.

The Company avoids any form of discrimination towards its personnel.

Within management and development processes (as well as selection), decisions are based on the match between expected and held profiles and/or merit considerations (e.g., incentives based on achieved results).

Access to roles and assignments is based on skills and capabilities; moreover, subject to overall efficiency, flexible work organization solutions are encouraged to support people in maternity and those who must care for children.

Evaluation of people is carried out broadly, involving managers, HR and, where possible, parties who have interacted with the person being assessed.

Integrity and protection of the person

The Company safeguards workers from acts of psychological violence and counters discriminatory attitudes or behaviors that may upset people’s sensitivity.

The Company undertakes not to exercise any discrimination or harassment towards its personnel. Achievement of individual objectives must be assessed fairly, establishing clearly stated criteria to evaluate people’s capabilities and contributions; achieved results must be adequately recognized.

All people, within their activities and relationships, are required to respect these principles and to cooperate with the Company for their protection.

Anyone who believes they have been harassed or discriminated against due to age, sexuality, race, health status, nationality, political opinions, religious beliefs, etc., or anyone who becomes aware of discriminatory acts against colleagues, must report the event to their direct manager and the Head of Human Resources without fear of retaliation.

The Company does not tolerate any act of discrimination or harassment:

• those who engage in such acts will incur disciplinary sanctions, up to and including dismissal;
• disparities are not considered discrimination only if justified, or justifiable, based on objective criteria.

Dissemination of personnel policies

Personnel management policies are made available to everyone through Company tools, including the Internet, corporate web, organizational documents and internal communications curated by managers.

Enhancement and training of resources

Managers fully utilize and enhance all professional skills present in the structure by activating available levers to foster people’s development and growth (e.g., rotation of duties, mentoring alongside experienced staff, experiences aimed at covering higher-responsibility roles).

In this context, communication by executives, operating unit managers and shift leaders regarding people’s strengths and weaknesses is particularly important, so that they can improve their skills through targeted training.

The Company provides people with information and training tools, including remote learning, to enhance specific skills and preserve professional value.

Training is assigned to groups or individuals based on specific professional development needs; moreover, regarding any non-assigned distance training (via Internet, Intranet or CD), each person may use it based on their interests outside normal working hours.

Institutional training is provided at certain moments in a person’s Company life (e.g., onboarding for new hires), and recurring training is provided to operational staff in accordance with applicable rules.

Management of working time

Each manager must enhance people’s working time by requesting performance consistent with their duties and work organization plans.

It constitutes an abuse of authority to request, as owed to a superior, services, personal favors or any behavior that violates this Code.

Personnel involvement

Subject to business needs, personnel involvement in work is ensured, including moments of participation in discussions and decisions functional to achieving Company objectives.

People must participate with a spirit of cooperation and independent judgment.

Listening to various viewpoints allows managers to formulate final decisions; personnel must in any case contribute to implementing established activities, whatever the decision adopted.

Interventions on work organization

In the event of work reorganization, the value of human resources is safeguarded by providing, where necessary, training and/or professional requalification actions.

The Company therefore follows these criteria:

• the burdens of reorganization must be distributed as evenly as possible among all people, consistent with effective and efficient business activity;
• in the case of new or unforeseen events (to be explicitly stated), a person may be assigned to different tasks than previously performed, in compliance with applicable rules and, where possible, safeguarding professional skills.

Safety and health

The Company undertakes to provide a working environment capable of protecting the health and safety of its personnel, in full compliance with applicable rules, with particular attention to Legislative Decree 81/08 and subsequent amendments.

The Company undertakes to spread and consolidate a culture of safety, developing awareness of risks and promoting responsible behaviors; it also works—especially through preventive actions—to protect workers’ health and safety.

All personnel must comply with internal rules and procedures on risk prevention and health and safety protection and promptly report any shortcomings or non-compliance.

The Company’s objective is to protect human resources by constantly seeking necessary synergies not only internally but also with suppliers, companies and customers involved in Company activities.

To this end, a comprehensive internal structure—within the institutional roles required by Legislative Decree 81/08—attentive to the evolution of reference scenarios and consequent changes in threats, implements technical and organizational interventions through:

• drafting and continuous updating of the Risk Assessment Document;
• introduction of a certified safety management system based on OHSAS 18001;
• continuous analysis of risk and criticality of processes and resources to be protected;
• adoption of the best technologies;
• control and updating of working methodologies;
• training and communication interventions.

Privacy protection

In processing the personal data of its personnel, the Company complies with Regulation (EU) 2016/679 (GDPR).

Personnel are provided with a privacy notice identifying: types of processed data, purposes and methods, any parties to whom data are disclosed, retention times, and information necessary to exercise rights under Articles 15–22 of Regulation (EU) 2016/679.

Any investigation into ideas, preferences, personal tastes and, in general, the private life of employees, collaborators and consultants is excluded.

3.2. Duties of personnel

Personnel must act loyally in order to respect obligations set out in the employment contract and/or other contracts and the provisions of this Code, ensuring the required performance.

Information management

Personnel must know and implement what is provided for by Company policies on information security to ensure integrity, confidentiality and availability.

Everyone must prepare their documents using clear, objective and exhaustive language, enabling any checks by colleagues, managers or authorized external parties upon request.

Confidentiality of Company information

Information, know-how and Company strategies must be protected with the utmost confidentiality.

The most significant data the Company acquires or creates during its activity will be considered confidential information and treated with appropriate care; this includes information acquired from and relating to third parties (customers, professional contacts, partners, employees, etc.).

Personnel who, in fulfilling their duties, come into possession of confidential information, materials or documents must inform their managers or direct contacts.

It is the responsibility of managers to handle and disseminate information using appropriate means, respecting Company principles: persons not expressly authorized to answer questions or provide materials requested by internal or external counterparts must consult their managers and follow the instructions given.

Where it is necessary to address relevant, confidential or economic matters, care will be taken to have the counterparty sign a confidentiality undertaking drafted according to Company standards or, alternatively, to adopt necessary measures according to the nature of the elements handled.

Both during and after termination of the employment relationship, personnel may use confidential data in their possession exclusively in the Company’s interest and never for their own benefit or that of third parties.

Confidential information about third parties

Company personnel must refrain from using unlawful means to acquire confidential information about third-party companies and entities.

Those who, within a contractual relationship, become aware of confidential information about other parties must use it exclusively as provided for in the relevant contract.

Without due authorization, personnel may not request, receive or use confidential information regarding third parties.

If confidential information is learned about another party that is not already subject to an NDA or other protection, it is necessary to contact one’s direct manager for assistance in handling such information.

Insider trading

Except for cases of necessity related to normal conduct of Company activities and/or third-party companies, personnel must refrain from obtaining data whose use may constitute the offense of misuse of inside information.

Personnel who become aware of such data during work or collaboration must not disclose it to third parties unless they need it to carry out their tasks.

Personnel who, during or as a result of their activity for the Company, become aware of confidential data about the Company or third-party companies are prohibited from trading the securities of such companies and from carrying out any operations in any way connected with such information.

Conflict of interest

All Company personnel must avoid situations where conflicts of interest may arise and must refrain from personally benefiting from business opportunities they learned of during the performance of their functions.

By way of example and not exhaustively, the following situations may give rise to a conflict of interest:

• carrying out, personally, an activity competing with the Company’s, including through family members and/or nominees, unless expressly authorized;
• holding a top role (CEO, director, function manager, executive) and at the same time having economic interests with suppliers, customers or competitors (shareholdings, professional assignments, etc.), including through family members and/or nominees;
• managing relationships with suppliers while also carrying out work, including by a family member and/or nominee, at the same suppliers;
• accepting money or favors from persons or companies that intend to enter into business relationships with the Company or, where already in place, seek to increase them.

If even the appearance of a conflict of interest arises, the person must notify their manager who, according to the established procedures, informs the Company Management, which assesses case by case the actual existence.

If any personnel member becomes aware of a conflict of interest, even apparent, they must inform the Company Management.

The person must also provide information on activities carried out outside the workplace where these could appear to conflict with the Company’s interests.

Illicit payments, gifts, representation expenses

Company personnel are prohibited from accepting or receiving any gift, gratuity or other item with more than symbolic monetary value from suppliers, customers or other entities with which a professional relationship is ongoing.

In particular, gifts and services that could influence (or create expectations of influence) on actions to be taken in performing job duties or professional assignments must not be accepted.

Everyone will also do their best to communicate to the Company’s business partners their unwillingness to accept gifts or other benefits.

The above cannot be circumvented in any way, including through third parties.

Personnel who receive gifts or benefits beyond permitted cases must immediately inform Company Management, which assesses appropriateness and notifies the sender of the Company policy.

Anyone who becomes aware of gifts or benefits beyond permitted cases received by colleagues must immediately inform Company Management.

Use of Company assets

Everyone must act diligently to protect Company assets through responsible behaviors consistent with operating procedures governing their use, accurately documenting their use. In particular, each person must:

• use and safeguard personal equipment and Company assets carefully and sparingly;
• avoid improper uses that may cause damage or reduced efficiency, or are contrary to the Company’s interests;
• adequately safeguard entrusted resources and promptly inform responsible units of threats or damaging events.

With regard to IT applications, each person must:

• strictly comply with Company security policies so as not to compromise system functionality and protection;
• strictly follow operational instructions on the use of IT systems;
• always use appropriate and courteous language in every email;
• refrain from sending threatening or insulting emails, using low-level language, or expressing inappropriate comments that could offend people and/or harm the Company image;
• refrain from browsing websites with indecent or offensive content and, in any case, not related to professional activities.

The Company reserves the right to prevent distorted uses of its assets and infrastructures through accounting, reporting, financial control and risk analysis and prevention systems, without prejudice to compliance with applicable laws (GDPR, Privacy Authority guidelines, Workers’ Statute, etc.).

Participation in antisocial and criminal activities

The Company strongly denounces antisocial and criminal processes and activities and declares its firm intention to have no part in such phenomena.

Company personnel are prohibited from maintaining any relationship with organizations or individuals involved in antisocial and criminal activities that threaten society, life or citizens’ property.

In the face of extortion demands, personnel will refuse any compromise and refrain from making payments or other performances.

They will instead immediately inform their managers for necessary consultations with Company Management.

3.3. Relations with customers

Impartiality

The Company undertakes not to arbitrarily discriminate against its customers.

Contracts and communications to customers

Contracts and communications to customers must be:

• clear and simple, drafted in language as close as possible to that normally used by counterparts;
• compliant with applicable rules, not constituting evasive or otherwise unfair practices;
• complete, so as not to omit any relevant element for the customer’s decision.

Personnel conduct towards customers

Personnel conduct towards customers is characterized by availability, respect and courtesy, aiming at a collaborative relationship and high professionalism.

Gifts, gratuities and benefits

No Company personnel may give money, offer economic advantages or other types of direct or indirect benefits to customers in order to obtain advantages, personal or for the Company.

No form of gift and/or discount is allowed that could be interpreted as exceeding normal commercial or courtesy practices, or aimed at obtaining favorable treatment in any activity connected to the Company; in particular, any gift to customers or their family members that could influence independence of judgment is prohibited.

“Gift” means any type of benefit: not only goods, but also, for example, free participation in conferences, travel, promise of a job offer, etc.

The above cannot be circumvented through third parties: acts of corruption include not only unlawful payments made directly to customers or their employees, but also those made through persons acting on their behalf, in Italy or abroad.

In any case, the Company refrains from practices not permitted by law, commercial practice or ethical codes of companies and entities with which it has relationships.

Gifts offered, except those of negligible value, must be adequately documented to allow checks and authorizations by the function manager, who informs Company Management in advance. A copy of relevant documentation (e.g., transport document) must be kept in specific files.

If any personnel receive explicit or implicit requests for benefits from a customer (except customary and modest commercial gifts), they must immediately inform their hierarchical superior or responsible contact.

3.4. Relations with suppliers

Supplier selection

Purchasing processes aim at maximum competitive advantage for the Company, equal opportunity for suppliers, loyalty and impartiality: supplier selection and purchasing conditions are based on an objective assessment of quality and price as well as guarantees of assistance, timeliness, correctness and reliability.

The Company undertakes to implement all procedures and actions necessary to ensure maximum efficiency and transparency of the purchasing process, in order to:

• not preclude anyone meeting requirements from competing for contract awards, adopting objective and documentable criteria;
• ensure sufficient competition in supplier selection procedures;
• separate roles across phases of the overall purchasing process, ensuring traceability and documentation of choices made.

The Company reserves the right to request suppliers to certify the following requirements:

• duly documented availability of means (including financial), organizational structures, capabilities and design resources, know-how, etc.;
• existence and actual implementation, where required, of adequate quality systems (e.g., ISO);
• workplace safety protocols, allocated budget and compliance documentation pursuant to Legislative Decree 81/08.

Integrity and independence in relationships

Supplier relationships, including those concerning financial and consulting contracts, are subject to constant monitoring by the Company.

Contracts with suppliers must always be based on utmost clarity, avoiding where possible forms of dependency.

By way of example and not exhaustively:

• any contract whose estimated amount exceeds 25% of the supplier’s turnover must be communicated and authorized by the Company’s top management;
• as a rule, binding long-term projects should not be implemented through short-term contracts requiring continuous renewals leading to price revision;
• as a rule, consulting contracts require particular attention, especially where there is no adequate transfer of know-how.

Documents exchanged with suppliers must be properly archived; accounting documents must be kept for the periods required by applicable rules.

Protection of ethical aspects in supplies

With a view to aligning procurement with adopted ethical principles, the Company undertakes to introduce, for certain supplies, social requirements (e.g., an environmental management system or advanced worker protection systems).

To this end, supplier contracts include clauses providing:

• a supplier self-certification regarding adherence to specific social obligations (e.g., measures ensuring respect for fundamental rights, equal treatment and non-discrimination, child labor protection);
• a self-certification attesting compliance with workplace safety obligations under Legislative Decree 81/08;
• in cases of contract/subcontract/staffing, insertion of a clause pursuant to art. 26 of Legislative Decree 81/08 indicating costs incurred for health and safety protection, including those linked to contracts and those based on the Risk Assessment Document (DVR);
• the Company’s possibility to carry out checks at production units or operating sites to verify satisfaction of such requirements.

Gifts, gratuities and benefits

No Company personnel may receive money, economic advantages or other direct or indirect benefits from suppliers in order to favor them.

No incentive is allowed that could be interpreted as exceeding normal commercial or courtesy practices or aimed at obtaining favorable treatment; in particular, any gift to supply staff or their family members that could influence independence of judgment is prohibited.

“Gift” means any type of benefit, including free participation in conferences, travel, promise of a job offer, etc.

The above cannot be circumvented through third parties; corruption includes unlawful payments made directly or through persons acting on behalf of such parties in Italy or abroad.

Gifts offered, except those of negligible value, must be adequately documented and pre-notified to Company Management; a copy of relevant documentation must be kept in specific files.

If any personnel receive explicit or implicit offers of benefits from a supplier (except customary and modest gifts), they must immediately inform their superior.

3.5. Relations with the Company’s capital holders

Accounting transparency

To ensure transparency and completeness of accounting information, documentation supporting entries must be clear, complete and correct and archived for possible checks. The related accounting entry must reflect what is described in the supporting documentation and specify the criteria adopted for determining valuation-based economic elements.

Meeting of capital holders

The meeting of capital holders is the preferred moment for establishing a constructive dialogue between capital holders and the Company’s Board of Directors.

Corporate bodies must prepare accurately and distribute in a timely manner the support materials needed to allow the meeting to make informed decisions.

Regular participation of Board members in meeting proceedings is ensured.

Protection of corporate assets

Available resources must be used, in compliance with applicable laws, the Articles of Association and this Code, to increase and strengthen corporate assets, protecting the Company, capital holders, creditors and the market.

To safeguard capital integrity, it is prohibited—outside cases expressly permitted by law—to return contributions in any form, release shareholders from contribution obligations, distribute profits not actually earned or legally allocated to reserves.

3.6. Relations with Public Administrations

“Public Administration” means any person/party qualifying as a public official or person in charge of a public service acting on behalf of the Public Administration (central or local) or public supervisory authorities, independent authorities, EU institutions, as well as private partners holding concessions for a public service.

Fairness and loyalty

The Company intends to conduct relations with the Public Administration with maximum transparency and ethical conduct: such relations, which must take place in compliance with applicable rules, are informed by general principles of fairness and loyalty so as not to compromise the integrity of both parties.

Personnel must refrain from any conduct that could harm the impartiality and autonomy of judgment of the Public Administration.

In operations and relations with the Public Administration, personnel must ensure maximum transparency and traceability of relevant information.

Particular caution must be observed in procedures relating to tenders, contracts, authorizations, concessions, licenses, requests for public funding (state or EU).

If the Company needs to use professional services of Public Administration employees as consultants, applicable rules must be complied with.

If, under applicable laws, apparently external parties can be considered as the Company’s “longa manus”, the principles of this Code should also be extended to them. In any case, the Company must not be represented in relations with the Public Administration by a consultant or third party where conflicts of interest may arise.

Gifts, gratuities and benefits

No Company personnel may give money, offer economic advantages or other direct or indirect benefits to persons of the Public Administration (public officials and/or persons in charge of a public service and/or employees) in order to obtain advantages, personal or for the Company.

No gift is allowed that could be interpreted as exceeding normal commercial or courtesy practices or aimed at obtaining favorable treatment; in particular, any gift to Italian or foreign public officials or their family members that could influence independence of judgment is prohibited.

“Gift” means any type of benefit, including free participation in conferences, travel, promise of a job offer, etc.

The above cannot be circumvented through third parties; corruption includes unlawful payments made directly or through persons acting on behalf of such parties in Italy or abroad.

The Company refrains from hiring, as employees or consultants, former Public Administration employees or their relatives who took an active personal part in a business negotiation or supported the Company’s requests to the Public Administration, for at least two years from conclusion of the deal or submission of the request.

Gifts offered (except negligible value) must be documented and pre-notified to Company Management; a copy of relevant documentation must be kept.

If personnel receive explicit or implicit requests for benefits from a Public Administration member (except customary and modest gifts), they must immediately inform their superior.

Initiatives the Company may undertake

The Company, where deemed appropriate, may support programs of public bodies intended to generate benefits for the community, as well as the activities of foundations and associations, always in compliance with applicable rules and this Code.

If the Company intends to make donations in money, equipment or goods, a specific procedure is formalized, including:

• sending a communication to the beneficiary Public Administration body expressing the intention to donate;
• the beneficiary body will follow applicable rules for implementing the donation;
• upon acceptance, the Company will provide all donation details and fulfill legal obligations.

3.7. Relations with the community

Economic relations with parties, unions and associations

The Company does not fund political parties in Italy or abroad, their representatives or candidates, nor does it sponsor congresses or events whose exclusive purpose is political propaganda.

The Company strictly refrains from being subject to any direct or indirect pressure from political figures: for example, it does not accept hiring recommendations nor enter into consulting contracts with similar purposes.

The Company does not grant contributions to organizations where a conflict of interest may be identified (e.g., unions).

However, it is possible to cooperate, also financially, with such organizations for specific projects, provided that:

• resources are clearly and documentedly allocated;
• express authorization is granted by the Company’s Board of Directors.

Contributions and sponsorships

The Company may accept contribution requests (charitable donations) limited to proposals from non-profit bodies and associations with regular statutes and deeds, of high cultural or charitable value or involving a large number of citizens.

Sponsorship activities (social, environment, sport, entertainment, art) are destined only to events offering quality guarantees or for which the Company can collaborate in design to ensure originality and effectiveness.

In choosing proposals, the Company pays particular attention to any possible conflict of interest of a personal or corporate nature (e.g., kinship relationships or ties with bodies that could favor the Company’s activity).

To ensure consistency of contributions and sponsorships, their management is governed by a specific procedure.

3.8. Disclosure of information

External communication

The Company’s communication towards its stakeholders is based on respect for the right to information; in no case is it permitted to disclose false or biased news or comments.

All communication activities comply with laws, rules and professional conduct practices and are carried out with clarity, transparency and timeliness, safeguarding, among other things, information that influences the price of financial instruments and industrial secrets.

Any form of pressure or attempt to obtain favorable attitudes from the media is prohibited.

To ensure completeness and consistency, relations with the mass media are reserved exclusively to the Head of External Relations.

Control of price-sensitive information

Any form of investment in the Company’s capital—direct or through intermediaries—based on confidential Company information is prohibited. Therefore, particular caution must be adopted in external communications of documents, data or information concerning non-public Company facts that, if made public, could significantly influence the price of financial instruments and equity securities issued by the Company. Disclosure of such information must be previously authorized by the Board of Directors or delegated persons.

In no case, in managing information, may behaviors be adopted that could favor insider trading, cause depletion of corporate assets, or provide undue personal advantages to oneself or third parties.