Staurino Fratelli - Code of Conduct

Code of Conduct

Introduction

This Code of Conduct regulates the activities conducted by STAURINO FRATELLI S.R.L. (hereinafter referred to as the Company or the Entity) as part of its business that are relevant for the purposes of the “punishable” crimes under Italian Legislative Decree No. 231/01, as amended, and, in general, its activities and relations vis-à-vis any third parties.
As well as to comply with the applicable laws and regulations, the Entity also aims to observe high ethical standards in the performance of its activities. Said standards, and their underlying principles, are described in this Code of Conduct (hereinafter also referred to as the Code).
The Code is a supplementary instrument in addition to the applicable laws and regulations. The Company believes that its decisions and the conduct of its personnel must be based on sound ethical standards, even when these are not regulated in a dedicated legislative framework.
The term personnel shall be construed to mean the totality of the people who work for the Entity or on its behalf: employees, directors and contractors of various types (including semi-independent long/short-term contractors, independent contractors, external consultants and similar).
The term stakeholders shall be construed to mean all of the parties who bear direct or diffuse interests that may be of relevance for the purposes of this Code.
The Code clearly sets out the undertakings and ethical responsibilities assumed by all those who contribute to the pursuit of the Entity’s objects towards equity holders, employees, semi-independent contractors, independent contractors, external consultants, suppliers, customers and all other parties whose interests are linked to the activities of the Entity.

The Company therefore requires that all actions conducted in the context of any relationships in place with it are informed by certain ethical principles.

In this respect, particular care is requested especially by senior management (first and foremost by directors), by middle managers (as per their hierarchical level) and by the member/s of the Supervisory Body, who are all responsible for overseeing the correct implementation and regular updating of the Code. These individuals are all called to ensure that the Code’s principles are applied at all times, as well as to act in a manner that is an example for all employees and contractors.

The Code is made available to customers, suppliers and all other third parties who interact with the Entity. In particular, it is brought to the attention (including through electronic means or the website) of all third parties who are engaged in any manner by the Entity or are in any kind of durable relationship with it, inviting them to observe the principles of conduct and behavioural guidelines laid down in it in all their relations with the Entity, as well as to sign a specific declaration of responsibility if required.
The Code is also distributed, in the same manner as above or by personal delivery, to all personnel, identified as above, without prejudice to any other forms of public disclosure as may be required under the law for specific purposes (e.g.: article 7 of Italian Law No. 300/70).
Additional measures undertaken for the distribution and circulation of this Code may comprise training activities and dedicated meetings, including through e-learning.

Note
This Code of Conduct complies with the guidelines provided by the Confederation of Italian Industry (Confindustria).

1. Principles of conduct for the organisation

The following principles are regarded as fundamental, meaning that the Entity undertakes to observe them in all its relationships. Similarly, the Company expects the same principles to be fully observed by any one party,internal or external, who is in a relationship of any kind with it.

*Compliance with laws andregulations*	The Company operates in strict compliance with all applicable laws and uses its bestendeavours to make sure that all personnel also act in the same manner. Individuals are required to behave in full observance of the law, regardless of the context and type of activity conducted. This undertaking shall also apply to semi-independent contractors,independent contractors, external consultants, suppliers, customers and all other parties who are in a relationship with the Company.
*Behavioural integrity*	The Company undertakes to supply quality services and to compete on the market inaccordance with principles of transparency and free and fair competition, maintaining principled relations with all public sector, central government and local government institutions, the local community and third-party companies.
*Rejection of all kinds ofdiscrimination*	In any and all decisions that are of relevance to its stakeholders (choice of customers, relations with equity holders, management of personnel, organisation of work duties,selection and management of suppliers, relations with the local community and with representing institutions), the Company avoids all kinds of discrimination based on age, gender, sexual orientation, health, race, nationality, political opinions andreligious beliefs. The same principle is adopted in all choices regarding the employment and/orengagement of personnel. Objective criteria may be used in the selection of suppliers and customers, without prejudice to the prescriptions of this Code.
*Respect for all humanresources*	The management of human resources is based on respect for their personal andprofessional worth, guaranteeing their physical and moral integrity. Personnel mustalways act respectfully towards all persons they might interact with for and on behalfof the Company, treating everyone fairly and with dignity. The Company rejects all kinds of forced or child labour and does not tolerate violations of human rights.
*Fairness in the exercise ofauthority*	In the management of contractual relationships that involve the establishment of ahierarchical relationship, the Company undertakes to exercise authority in a fair andimpartial manner, avoiding any form of abuse of its position of power. The same values must be safeguarded when making decisions relating to the organisation of work duties.
*Protection of health, safetyand the environment*	The Company conducts its activities in a socially responsible and environmentallysustainable manner. It also makes sure to circulate correct and truthful information regarding its activities.
*Non-ethical behaviour*	Any behaviour, of any one person or organisation, seeking to obtain another party’s cooperation through their position of power is not regarded as ethical and instigateshostile behaviour towards the Company.
*Correctness in contractualperformance*	Work contracts and letters of engagement must be performed in the mannerconsciously agreed by the parties. The Company undertakes not to take advantage of any condition of ignorance or inability of the other party.
*Fair competition*	The Company seeks to safeguard the values of fair competition and abstains fromengaging in any collusive or predatory behaviour or abusing its position of power. All parties working with the Company in their various capacities are forbidden from taking part in any practices that are in contrast with the rules of fair competition

	between companies, without prejudice to any agreements, conventions or similarinstruments that may be adopted based on objective criteria. The Company is keen topromote and protect the concept of “Made in Italy” and, therefore, this feature may be regarded favourably in any and all relationships with the Company.
*Maximisation of investmentin the Company*	The Company uses its best endeavours to make sure that its results - including resultsof operations and financial results - maximise, inasmuch as possible, investments made by equity holders, albeit in the specific situation described in the introductionand in consideration of the type of activity conducted and the related context.
*Transparent andcomprehensive information*	In the definition of agreements and other instruments regulating relations with thirdparties, the Company sets out the related provisions in a clear and comprehensible manner.
*Protection of personal data*	The Company collects and processes the personal data of customers, contractors,employees and other natural and/or legal persons. Personal data include allinformation that contributes to identifying an individual, whether directly or indirectly, and may include sensitive data, such as data on ethnic or racial origin and/or health. The Company undertakes to process such data within the limits and in accordance with the prescriptions of the applicable privacy legislation, with specific reference to ItalianLegislative Decree No. 196/2003 (“Privacy Code”) and the related annexes, as well as with the instructions of the Privacy Commissioner for the Protection of Personal Dataand the provisions of Regulation 2016/679 of the European Parliament and of theCouncil of 27 April 2016. All company personnel who, as part of their work duties, are in charge of processingpersonal data, whether sensitive or not, must do so in compliance with the abovelegislation, as well as with any operating instructions given. The Company strives to raise the awareness of its personnel on this subject.
*Handling of information*	All information regarding the other parties are handled by the Entity with the utmostconfidentiality. In particular: − arrangements for the handling of information are put into place that are designedto ensure that roles and responsibilities are properly separated; − all information is classified according to its level of criticality and appropriatecountermeasures are adopted at all stages of handling − all third parties who are involved in the handling of the information are caused to sign confidentiality agreements as required.

2. Principles of conduct to be observed by personnel

All personnel (meaning all directors, employees and contractors of various types) must behave in accordance withthe following principles in their relations with the Company.

*Professionalism*	All persons must complete their work activities and/or services with diligence, efficiency and correctness, making the best possible use of the instruments and time made availableto them and assuming full responsibility in terms of fulfilment of requirements.
*Loyalty*	All persons must behave loyally towards the Company.
*Honesty*	In the performance of their work activities, all persons are required to be fully familiarwith and diligently observe the Company’s organisational model and the applicable law.In no circumstances may the pursuit of the Company’s interest justify a dishonest conduct or failure to comply with the law.

Correctness

No person may use any information, asset or equipment made available to him/her forthe performance of his/her function and/or duties for his/her personal purposes, except asduly authorised. No person may accept, or make, for and on behalf of himself/herself or others, any pressure, recomendation or suggestion that may cause prejudice to the Company or undue benefit for himself/herself, the Company or others. All persons rejectand no person will make any types of undue promises or offers of
money or other benefits.

Confidentiality

All persons ensure the utmost confidentiality in relation to any and all data andinformation that are part of the Company’s assets or regard the Company’s activities, inaccordance with the applicable laws and regulations, as well as with internal procedures.The Entity’s personnel are also required not to use any confidential
information for purposes that are not connected with the exercise of their activities.

Resolution of conflicts ofinterest

All persons are required to promptly inform their superiors or responsible persons of any situations or activities that may involve a conflict between the interest of the Company and the interest of any such persons or their close relatives, as well as in all other caseswhere significant reasons of convenience may be involved. All persons
shall comply with any and all decisions made by the Company on the matter.

3. Behavioural guidelines

3.1. Relations with employees and contractors

Selection of personnel

Personnel are recruited based on the correspondence between candidate profiles andvacant job profiles/company requirements, giving equal opportunities to all interestedparties and acting in full compliance with the applicable law (in particular with articles4 and 8 of Italian Law No. 300/70).
Information is requested strictly for the purpose of assessing a candidate’s ability tomeet the required professional, psychological and skills profile, respecting the privacy ofhis/her private life and/or personal opinions.
The Company adopts appropriate measures to avoid any possible favouritism and/or
preferential treatment in personnel selection activities.

Entering a work contract

Personnel are hired on proper employment contracts or other legally admissible types ofwork contract; no form of irregular work is tolerated.
Upon entering a work contract, the person receives detailed information on:
−    the characteristics of the function or duties to be performed
−    legal and pay-related information
−    standards and procedures to be complied with for the purpose of avoiding anyoccupational health risks.

Management of personnel

The Company undertakes to protect the moral integrity of all persons and ensure thatwork conditions are respectful of their dignity. All persons must be treated with equalrespect and dignity and must be given the same opportunities for professionaldevelopment and career growth. The Company avoids all kinds of discriminationtowards its personnel.
Just like at the selection stage, when it comes to personnel management and growthprocesses, decisions are made based on the correspondence between required profilesand personnel profiles (for example when deciding on a promotion or a transfer) and/or on merit-related aspects (for example, when deciding on the assignment of bonusesbased on results achieved).
Access to positions and assignments is based on competencies and skills. Compatibly
with an efficient work flow, flexibility in work organisation is promoted, to

	accommodate the needs of pregnant female workers and/or persons who need to lookafter their children. Personal assessments are made involving an extended number of persons, includingsuperiors, the HR function and, in so far as possible, all other parties who have engaged in relations with the person under assessment.
*Physical integrity andpersonal protection*	The Company protects its workers from all acts of violence, including psychologicalviolence, and opposes all kinds of discriminatory attitudes and/or behaviours. The achievement of personal targets must be assessed fairly, based on clear-cut criteria, to be used to evaluate a person’s skills, as well as his/her contribution. Results achievedmust be duly recognised. In particular, in accordance with the European framework agreement on harassment andviolence at work of 26 April 2007 and the Confindustria/CGIL-CISL-UIL declaration of 25 January 2016, the Company regards as unacceptable any and all acts and/or behaviours that may be classed as harassment or violence in the workplace andundertakes to adopt adequate measures against perpetrators. The terms harassment or violence shall be construed to have the meanings set out in theabove-mentioned agreement, as reported below: “Harassment occurs when one or more worker or manager are repeatedly anddeliberately abused, threatened and/or humiliated in circumstances relating to work.Violence occurs when one or more worker or manager are assaulted in circumstancesrelating to work. Harassment and violence may be carried out by one or more managers or workers, with the purpose or effect of violating a manager’s or worker’s dignity, affecting his/herhealth and/or creating a hostile work environment”. The Company also recognises the principle according to which personal dignity may notbe violated through acts or behaviours that may be classed as harassment orviolence and that harassment or violence suffered in the workplace must be reported.Everyone in the Company must strive together to maintain a work environment inwhich personal dignity is respected and interpersonal relationships based onprinciples of equality and mutual correctness are promoted, including in observance ofthe above-mentioned agreement of the European cross-industry social partners of 26April 2007 and the joint declaration of 25 January 2016. All persons are required to comply with these principles in their activities andrelationships and to cooperate with the Company for their safeguard. Any and alldiscriminatory acts must be immediately reported to the managers and/or responsiblepersons, without fear of any kind of retaliation. A person who believes that he/she has been harassed or discriminated against forreasons related to his/her age, sexual orientation, race, health, nationality, politicalopinions, religious beliefs or similar may report these facts to the Supervisory Body, inaddition to his/her responsible persons. Disparities are not classed as discrimination if justified, or justifiable, on the basis ofobjective criteria. Different pay or pay level for similar job duties will not be regarded as discrimination.
*Distribution of HR policies*	Personnel management and work organisation policies are made available to all persons, through the conventional systems (e.g.: emails, organisational documents and notices prepared by the persons in charge).
*Maximisation of potential and training of human resources*	Managers maximise the potential of all workers in the Company, using all availableinstruments to promote their development and growth (i.e.: shadowing of expertpersonnel, experience covering positions with greater responsibilities, training). Training is carried out in groups or individually, based on the specific professionaldevelopment needs. In addition, remote training activities (via the Internet, Intranet or CDs), if available, may be undertaken by all personnel at their discretion based on

	their interests and outside the normal working hours.
*Management of time andpersonnel*	Managers are required to optimise the use of work time, requesting services frompersonnel that are consistent with their duties and the relevant work organisation plans. Requesting - as a duty towards the higher-ranking individual - services, personal favoursor other acts that may be classed as a breach of this Code of Conduct is regarded as an abuse of a position of power.
*Involvement of personnel*	Insofar as possible, the Company strives to get personnel directly involved, including by getting them to take part in discussions and decisions that are instrumental to theachievement of the Company’s objects.
*Reorganisation of workduties*	If work duties need to be reorganised, the value of human resources is protected, byproviding the necessary training and/or professional requalification as required. TheEntity implements the following criteria: − the costs of the reorganisation of work duties must be distributed as uniformly aspossible among personnel, consistently with an efficient and effective pursuit of theCompany’s objects; − in case of new or unforeseen events (which must, in any case, be clearly indicated),individuals may be assigned different tasks than previously performed, having careto take into account, where possible, his/her professional competencies.
*Health and safety*	The Company undertakes to provide a work environment that is able to safeguard thehealth and safety of its personnel. The Entity undertakes to spread and consolidate a culture of safety, raising awareness on risks and promoting responsible behaviour by all persons. The Company also strives to protect, especially through preventive actions, the health and safety of all workers,contractors and third parties. All persons are required to comply with internal regulations and procedures on theprevention of risks and the protection of health and safety and promptly report anydeficiencies or failures to comply with the applicable legislation. In particular, the Company provides the following underlying guidelines on thebehaviour to be observed in relation to occupational health and safety: avoid risks; b) assess risks that cannot be avoided; c) combat risks at source; adapt work to humans, especially as regards the design of work stations and the choice of equipment and work/production methods, with the primary aim ofreducing monotonousness and repetitiveness, as well as consequences on human health; e) keep up to date with the state of the art; f) replace hazardous systems with non-hazardous or less hazardous systems; plan prevention, aiming to create a consistent and comprehensive whole that takes into consideration the state of the art, the organisation of work duties, workconditions, social relations and the influence of work environment factors; give priority to collective protection measures as opposed to individualprotection measures; give workers appropriate instructions. The above principles are referred to by the Company for the purpose of adopting thenecessary measures to protect the health and safety of its personnel, therein including in terms of professional risk prevention, information and training, as well as of thepreparation of the necessary organisation and equipment. Particular attention is given to training and information activities on health and safety risks and implementation measures.

Protection of privacy

With reference to the personal data of its personnel, the Company complies with theprovisions of Italian Legislative Decree No. 196/2003 and EU Regulation No.2016/679, as applicable.
All persons are given a privacy policy statement on the protection of personal data,indicating: the purposes of the processing and the means used, a list of the parties towhom the data are communicated, if any, as well as the necessary information toexercise the right of access referred to under article 13 of Italian Legislative Decree No.196/2003. When so required by the law, persons are asked consent to the processing oftheir data.
We do not conduct any research on the ideas, preferences, personal taste or, in general,the private life of our employees or contractors.
The Company may adopt systems to monitor use of company means and systems, in
compliance with the applicable law.

3.2. Personnel’s duties

*General principles*	All persons must behave loyally, complying with the obligations they have entered into in their work contracts and the provisions of this Code of Conduct, and providing the services agreed.
*Management of information*	All persons must be familiar with and observe company policies on informationsecurity, with a view to protecting their integrity, confidentiality and availability. Allpersons are required to prepare their documents using a clear, objective and exhaustivelanguage, allowing their colleagues, superiors and authorised external parties to conduct the necessary verifications as required.
*Confidentiality of companyinformation*	Company information and know-how must be maintained under the utmostconfidentiality. All persons who are not expressly authorised to answer questions or supply materialsrequested by external or internal parties are required to seek instructions from therelevant responsible persons and act accordingly. Should it be necessary to handle important, confidential or financial information, theappropriate measures must be adopted to protect its confidentiality, based on thespecific content. Both during and after termination of the work relationship with the Company, confidential information may only be used exclusively in the interest of the Companyand not to one’s own advantage or to the advantage of a third party.
*Confidential information onthird parties*	The Company’s personnel must only use legal means to obtain confidential information on third party companies or entities. Those who, as part of a contractual relationship,learn confidential information on other parties should use such confidential informationexclusively as intended under the contractual relationship in question.
*Conflict of interest*	All company personnel are required to avoid situations in which a conflict of interestmay arise, as well as to abstain from obtaining personal advantage from businessopportunities of which they have learnt during the performance of their duties. Should even just the appearance of a conflict of interest arise, the person in question must immediately inform his/her responsible person or the Supervisory Body.
*Unlawful remuneration, giftsand business entertainment*	The Company’s personnel are forbidden from accepting or receiving any type ofpresent, reward or other form of gift that may influence his/her actions in relation to theperformance of his/her work duties. The above may not be circumvented by resorting to a third party. Small gifts of a low value (such as for example Christmas gifts) are permitted. Anymember of the Company’s personnel who receive gifts or benefits other thanpermitted must inform their responsible persons for the necessary actions to be undertaken, including in terms of communication of company policy to third parties.

3.3. Relations with customers

*Impartiality*	The Entity undertakes not to discriminate arbitrarily against any of its customers.Assessment based on pre-set criteria such as membership of Confederation of ItalianIndustry (Confindustria) or similar standards does not constitute discrimination and may be used as a preference standard for the selection or verification of offers.
*Contracts andcommunicationswith*	All contracts and communications with the Company’s customers must: - comply with the applicable legislation and not constitute circumventionpractices or malpractices;

*customers*	- be complete, ensuring that no relevant element is missed out, for the customer to be able to make an informed decision.
*Personnel’s behaviourtowards customers*	The behaviour adopted by the Company’s personnel towards customers must beinformed by principles of accessibility, respect and courtesy, with a view to creating a relation of cooperation and high professionalism on all levels.
*Protection of personal data*	The Company places great importance on the protection of its customers’ personal data, in compliance with the applicable legislation. It also undertakes to comply, inaccordance with the applicable law, with all communications by customers regarding the use of their personal data, as permitted.

3.4. Relations with suppliers

*Selection of suppliers*	Purchase processes are informed by principles of pursuit of the Company’s best interest, the granting of equal opportunities to suppliers, loyalty and impartiality. The selection of suppliers and the definition of purchase conditions are based on the objective assessment of the quality and price of the goods or services sold, as well as on the support and promptness of response guaranteed, without prejudice to any pre- setpreference criteria. In any case, the Company reserves the right to request confirmation of the following: documented availability of the necessary means, including financial means,organisational assets, design and engineering competencies and resources, know-how, etc.; existence and actual implementation - if so required by the Entity’sspecifications – of adequate company quality systems; - possession of the certifications required under the applicable laws and/orregulations, if any; - any additional certifications or proof that may be required or appropriate forthe management of the specific relationship.
*Integrity and independencein relationships*	Relationships with suppliers, therein including any and all relationships arising out offinancial and/or consultancy agreements, are kept under continuous monitoring by theCompany. All documents exchanged with suppliers must be duly kept on file. In particular, all accounting and/or tax-related documents must be kept for the periods of time prescribedunder the applicable legislation.
*Ethical compliance insupply-related activities*	With a view to ensuring conformity of supplies with its ethical principles, the Company, if it deems it necessary, may introduce requirements of a social nature in relation tospecific supplies. For this purpose, contracts with suppliers may include clauses providing for: self-certification of observance by supplier of specific social obligations: for example, adoption of the measures required to make sure that workers areguaranteed protection of fundamental rights, equal treatment and non-discrimination, and protection of children at work; the possibility for the Entity to conduct inspections at thesupplier’s production units and/or operating facilities for the purpose of verifyingconformity with the above requirements.
*Dominant position*	The Entity undertakes not to abuse of its dominant position, if applicable, outside of the normal commercial relations.
*Protection of personal data*	With regard to suppliers too, the Entity undertakes to protect the related personal data, using them within the limits established by the applicable legislation.

3.5. Commercial relations in general

*Choice of partners*	Commercial partners are chosen based on cost-effectiveness and organisational criteria, with no discrimination due to sex, race, political, trade-union related orreligious opinions.
*Contracts and agreements*	The Company undertakes, both at the preparatory and contract conclusion stages, tomaintain relations that are informed by principles of correctness and accuracy andtruthfulness of information, in compliance with the applicable law. Information and guarantees relating to the performance of the contractual relationshipmay be requested. Similarly, the Company requests that partners provide accurate and truthful informationon their personal and financial situation. The Entity also undertakes to provide information and details on the proposed contractual clauses.
*Behaviour of the parties*	The parties, in the performance of the contractual relationship, must behave with loyalty and correctness, avoiding any behaviour that could cause prejudice to the other partyand informing the other party of any circumstances that could jeopardise the continuation of the relationship.
*Protection of privacy andconfidentiality*	The parties are required to maintain the utmost confidentiality on the informationthey come to learn during the contractual relationship. Processing of personal data must take place in compliance with the applicable legislation.
*Commercial relations ingeneral*	The Entity will act on the basis of the above principles in all its commercial andpartnership relationships in general, including international relationships. This Code of Conduct must be observed at all locations where the Company operates,including where its prescribed behaviours are not required by local laws andregulations. Local laws and regulations must be made known to all concerned personnel and complied with.

3.6. Relations with the Company’s equity holders.

Accounting transparency

For the purpose of guaranteeing transparency and completeness of accountinginformation, all documents relating to accounting facts and supporting accountingrecords must be clear, complete and correct and must be kept on file for futureinspection. Accounting records must reflect the information described in said supportingdocuments and must specify the criteria that have been adopted to quantify
any values that are based on assessments.

General meeting of equityholders

The general meeting of equity holders is the privileged moment for the establishment of a fruitful relation between the Company’s equity holders and its governance bodies(Board of Directors).
The governance bodies are required to accurately prepare and promptly distribute anyand all support material as may be required for the equity holders in general meeting to be able to make informed decisions.
The regular presence of governance bodies at general meetings is ensured.

Protection of companycapital and reserves

Resources available must be used in conformity with the applicable law, the Articles
of Association and the Code of Conduct, for the purpose of increasing andstrengthening the Company’s capital and reserves, with a view to protecting the

Entity, the equity holders, the creditors and the market.
For the protection of the Company’s capital, it is forbidden, except as expresslypermitted by the law, to return capital payments (in any way) or to free shareholdersfrom their obligation to make such payments or to distribute profits that have not been
effectively earned or which must be set aside under specific reserves under the law.

3.7. Relations with the Public Administration

The term ‘Public Administration’ shall be construed to mean any and all persons and/or parties that can beclassed as a public official or as a person in charge of a public service and operate for and/or on behalf of aPublic Administration authority (central or local), supervisory public authority, independent authority, EUinstitution or private provider of a public service.

Correctness and loyalty

The Company intends to maintain relations with the Public Administration that arebased on the utmost transparency and on ethical behaviour. Such relations, which must take place in observance of the applicable legislation, are informed by principles ofcorrectness and loyalty, never jeopardising the integrity of the parties.
Personnel must abstain from undertaking any type of behaviour that could unduly affectthe impartiality and/or independence of judgement of the Public Administration.
Particular care must be taken in any and all activities that regard tendering proceedings,contracts, authorisations, concessions, licences, requests for public funding (nationalgovernment or EU).
Should the Company need professional consultancy services from Public
Administration employees, the applicable legislation must be strictly complied with.

Gifts, presents and benefits

No member of the Company’s personnel may offer money or other financial advantage or other type of benefit to a member of the Public Administration for the purpose ofobtaining contracts or other advantages for themselves or for the Company.
No gift is permitted that can be viewed as going beyond the normal commercial and/or courtesy practices or as in any way aimed at obtaining preferential treatment in respect of any activity that can be linked to the Company. In particular, any and all kinds of gifts to public servants, or their family members, that could unduly affect theirindependence of judgement for the purpose of obtaining preferential treatment orundue services or advantages are strictly prohibited.
The above may not be circumvented by resorting to a third party.
The Company abstains from hiring, as employees or as consultants, any former PublicAdministration servants, or their relatives, who have personally and actively taken part in business dealings with the Company or have played a part in satisfying any requests made by the Company to the Public Administration, for a period of at least two yearsfrom the conclusion of said business dealings or submission of said requests by theCompany.
All gifts offered must be duly documented to allow for the necessary verifications andauthorisations by the function manager and/or other responsible persons to take place.Copy of the relevant documentation (e.g.: transport document) must be kept on file.
Should a member of the Company’s personnel receive, from a member of the PublicAdministration, expressed or implied requests for benefits, with the exception of small gifts of commercial use and of a low value, said member of the Company’s personnelmust immediately inform his/her superior or responsible person for the
adoption of the necessary actions.

Initiatives involving thePublic Administration

If it deems it appropriate, the Company may support public programmes seeking toachieve benefits and advantages for the public community, as well as the activitiesconducted by various foundations and associations, in strict compliance with the
applicable law and the principles of this Code of Conduct.

3.8 Relations with the public community

Financial relations withpolitical parties, trade unionsand associations

The Company does not provide funds to political parties, or their representatives orcandidates, in Italy or abroad, not does it sponsor congresses or festivals that have aclear purpose of political propaganda.
The Company refuses to be subjected to any pressure, whether direct or indirect, fromany political figures. For example, it does not accept any recommendations for hiring,nor does it enter into consultancy agreements with similar purposes.
The Company does not pay any contributions to organisations with which a conflict of interest may arise (e.g.: trade unions). However, the Company may cooperate, includingfinancially, with these organisations for specific projects, provided the followingconditions are complied with:
- clear and documented appropriation of resources;
- express authorisation by the competent functions within the Entity.

Contributions andsponsorships

The Entity may decide to accept requests for contributions from non-profit entities andassociations having proper articles of associations and memorandums of associations and bringing a high cultural or charity value or involving a large number of citizens.
Sponsorship of social, environmental, sports, entertainment or art activities is permitted only for high-quality events or for events in which the Company can take part in the initial design stage, so as to ensure originality and effectiveness. When choosing whichrequests to accept, the Entity is especially careful to avoid any possible conflicts of interest, on a personal or company level (for example, family ties with the concernedparties or links with organisations that could, because of their
role, favour the Company’s activities.

3.9 Distribution of information

External communications

All company communications towards its stakeholders, as above, are based on respect of their right to be properly informed. In no case may false or tendentious news orcomments be divulged.
All communication activities must comply with the applicable laws, regulations andprofessional conduct practices and must be carried out in a clear, transparent and promptmanner.
All forms of pressure or solicitation of a favourable attitude by the media are forbidden.
In order to ensure completeness and consistency of information, the Company’s
relations with the media are to be held exclusively by the dedicated functions.

Control on confidentialinformation

Particular care is taken in the external communication of documents, data andinformation regarding company events that are not publicly known and may, if madepublic, affect the Entity’s activities. Communication of said information must bepreviously authorised by directors or by the dedicated managers.
In no case, in the handling of information, behaviours may be implemented that may
favour the impoverishment of the Company’s assets or cause undue personal advantages or advantages to a third party.

4. Application of the Code of Conduct

4.1 Distribution and communication

The Entity undertakes to distribute the Code of Conduct using all the means of communications and theopportunities it may have, such as, for example, its website, dedicated communications (including through ITmeans), information meetings and personnel training activities.
All concerned persons must be able to view the Code of Conduct, be familiar with its contents and comply withits requirements.
For the purpose of ensuring correct understanding of the Code, the dedicated functions are required to define an information and/or training plan aimed at promoting familiarity with ethical principles and guidelines throughspecific training and/or information activities, as required.

4.2 Monitoring of implementation of Code of Conduct

The responsibility for verifying the implementation and application of the Code of Conduct lies with:

the Entity’s senior managers and/or management functions
the Board of Directors

the Supervisory Body, which, as well as monitoring compliance with the Code of Conduct (having for such purpose access to all of the Entity’s information sources), is also responsible for recommending the necessary updates and amendments to the Code, including following reports by the Company’s personnel or by third parties.

The Supervisory Body is responsible for:

communicating any reports of breaches of the Code of Conduct to the directors or the specifically-delegated director, for them to undertake the necessary actions;
expressing binding opinions with regard to the revision of the most important policies and/or procedures,for the purpose of ensuring their compliance with the Code of Conduct;
contributing to the periodical revision of the Code of Conduct.

4.3 Reporting of problems and/or suspected breaches

Anyone learning about, or reasonably convinced of the existence of a breach of this Code of Conduct, of a law or of a company procedure has a duty to immediately inform his/her superior or responsible person and/or the Supervisory Body.
Reporting must take place in writing and may not be anonymous. The Entity adopts all the necessary measures to protect whistleblowers from retaliation. For this purpose, the identity of whistleblowers is protected fromdisclosure, except as may be required under the applicable law.
The responsibility of conducting the necessary investigations into possible breaches of this Code of Conductshall lie with the Board of Directors (upon proposal by the Supervisory Body), who may decide to speak to the whistleblower, as well as to the perpetrator of the alleged breach. All personnel are required to fully cooperatewith such internal investigations.
Once the investigations have been completed, the competent function is notified of any behaviours that requireadministering of disciplinary sanctions or resorting to the means available under the related contract.

4.4 Operating procedures and decision-making protocols
For the purpose of preventing breaches of the applicable law, or of this Code of Conduct, the Entity has adopted specific procedures (“processes”), to be implemented by all persons involved in the operating process, in order to identify the persons responsible for the various decision-making, authorisation and execution processes. Different operations, at the various stages, are to be completed under the responsibility of different persons, whose competencies are to be clearly defined and known within the organisation, so as to avoid attributingunlimited or excessive powers to individual persons.

All actions and operations conducted by the Entity must be duly recorded and it must be possible to check therelated decision-making, authorisation and execution processes.
For each operation, adequate documentary evidence must be available, so that checks may be conducted at any time, allowing to identify the characteristics of and reasons behind each operation, as well as the persons whoauthorised, carried out, recorded and checked the operation itself.

5. Disciplinary sanctions following a breach
The provisions of this Code of Conduct are an integral part of the contractual obligations undertaken bypersonnel, as well as by any other parties who are in a business relationship with the Entity. Breaches of theprinciples or behavioural guidelines set out in this Code of Conduct damage the relation of trust between theEntity and the perpetrators, be they directors, employees, external consultants, contractors, customers orsuppliers and may lead to sanctions of various kinds.

5.1. Employees (middle managers, office workers, blue collar workers)

The sanctions that may be adopted – based on the seriousness of the breach, the type of rule breached, themanner in which the facts occurred, any previous record and all other relevant circumstances - are those set outin the Italian Collective Labour Agreement for the Textile Industry, as applicable to the work relationship, andinclude the following:

verbal warning
written warning, when a breach for which a verbal warning has been given is repeated
penalty up to a maximum of 4 hours of standard pay
suspension from pay and service for a maximum of 10 days
disciplinary dismissal without notice

5.2. Senior managers

In the event of a breach of this Code of Conduct by a senior manager, appropriate sanctions are administeredbased on the seriousness of the breach, the type of rule breached, the manner in which the facts occurred, anyprevious record and all other relevant circumstances, in accordance with the Italian Collective LabourAgreement for Senior Managers in the Manufacturing Industry (in particular, termination of the workrelationship, in the absence of any conservative measures).

5.3. Directors and auditors

In the event of a breach of this Code of Conduct by a director and/or an auditor, the Supervisory Body willinform the entire Board of Directors and the Board of Auditors of said breach, for them to take the necessaryaction, based on the type of breach, any previous record, the context in which the breach took place, the personsinvolved and all other relevant circumstances.
In the less serious cases, the Supervisory Body may give the offender a warning or a final warning.
Should the Supervisory Body deem that the breach is such as to require removal from office, a general meetingof shareholders is called to decide on the matter.

5.4. Contractors and external consultants

Any parties that are in a semi-independent contractor, independent contractor or consultancy relationship with the Entity who, in the exercise of their duties, behave in a manner that is contrary to the provisions of this Code of Conduct are punishable with termination of the work relationship, as per the relevant early termination clauseincluded in their respective contracts.
In the less serious cases, depending on the type of breach, any previous record, the context in which the breach took place, the persons involved and all other relevant circumstances, the Supervisory Body, the Board of Directors, the Chairman or the specifically-delegated director may give the offender a warning or a final warning.
The competent company functions are responsible, with the cooperation of the Supervisory Body, for thepreparation, updating and inclusion of the above-mentioned contractual clauses in the related letters ofengagement or semi-independent/independent contractor agreements, envisaging also the possibility to demand compensation as due to the Company following application by the judge of the measures available under the Decree.

5.5. Partners, customers and suppliers

Any parties that are in a commercial relationship with the Entity who, in the exercise of their duties, behave in a manner that is contrary to the provisions of this Code of Conduct are punishable, in the most serious cases, depending on the type of breach, any previous record, the context in which the breach took place, the persons involved and all other relevant circumstances, with a warning, a final warning or termination of the workrelationship, as per the relevant early termination clause included in their respective contracts.
The competent company functions are responsible, with the cooperation of the Supervisory Body, for thepreparation, updating and inclusion of the above contractual clauses in the related contracts.

5.6. Supervisory Body

In the event of a behaviour that is in contrast with the provisions of this Code of Conduct by the SupervisoryBody or by any one of its members, in the exercise of their duties, the Board of Directors or the specifically-delegated director may give the offender, based on the type of breach, any previous record, the context in which the breach took place, the persons involved and all other relevant circumstances, a warning or a final warning or, in the most serious cases or in those cases in which the Company’s image is most affected, undertake the necessary steps for removal from or termination of office.

5.7. General provisions

As previously stated, breach categories are only given as examples and do not exclude the possibility of applyingsanctions based on the seriousness of the breach.
The disciplinary system hereunder is made known to the concerned parties in accordance with the applicable law for employees (that is through public display, as per article 7 of Italian Law No. 300/70), as well as throughappropriate communication means, including personal means, for all persons.
In the administration of sanctions, the following rules are complied with:
− as regards employees, including senior managers, the procedure described under article 7 of Italian Law No. 300/70 is applied;
− as regards all other persons, before adopting the sanction, the breach must first be notified and the right toprovide explanations must be granted;
− in particular cases, it is possible to suspend the contractual relationship or to suspend the person from his/her duties until the related decisions have been adopted or the necessary investigations have been conducted by the judicial authority or by any other authorities. In any case, the above decisions are not a condition for the applicability of the sanctions hereof;
− sanctions are applied in proportion to the objective seriousness of the fact or facts, the position covered by the person, his/her personal contribution if the breach was committed by more than one person, his/her overall conduct and personality, the existence of any previous record, the social and/or internal relevance of the specific behaviour, as well as all other relevant circumstances.

In the event of a judgement of conviction, including by a first-tier court, for the crimes referred to in the Decree, the convicted person must immediately inform the Supervisory Body, who will proceed to inform the Sole Director or the Board of Directors and the Board of Auditors, as previously explained.

6. Operating procedures and decision-making protocols

For the purpose of preventing breaches of the applicable law, or of this Code of Conduct, the Entity has adopted specific procedures (“processes”), to be implemented by all persons involved in the operating process, in order to identify the persons responsible for the various decision-making, authorisation and execution processes. Different operations, at the various stages, are to be completed under the responsibility of different persons, whose competencies are to be clearly defined and known within the organisation, so as to avoid attributingunlimited or excessive powers to individual persons.
All actions and operations conducted by the Entity must be duly recorded and it must be possible to check therelated decision-making, authorisation and execution processes.
For each operation, adequate documentary evidence must be available, so that checks may be conducted at any time, allowing to identify the characteristics of and reasons behind each operation, as well as the persons whoauthorised, carried out, recorded and checked the operation itself.

7. Final provisions

This Code of Conduct has been approved by the Company’s Board of Directors and will be regularly updated as required.
Any and all amendments and/or additions to this Code of Conduct will be approved by the Board of Directors,after consultation with the Supervisory Body, and promptly distributed to all parties concerned.