Code of Ethics and Conduct

1.1 The purposes and recipients

This Code of Conduct is a public declaration by NUOVA SIMAT Company which identifies the general principles and rules of conduct recognized as having positive ethical value.

As an element of application of the provisions of Article 6 of Legislative Decree no. 231 of 8 June 2001 and subsequent amendments, the Code of Conduct integrates the regulatory framework to which NUOVA SIMAT is subject.

It also constitutes a tool with which NUOVA SIMAT, in carrying out its business, undertakes to contribute, in accordance with the laws and the principles of loyalty and fairness, through the organization and provision of its services.

This Code aims to ethically guide the actions of NUOVA SIMAT and its provisions are consequently binding on the conduct of all its directors, managers, employees, consultants and anyone who establishes, in any capacity, a collaborative relationship with it.

The Code of Conduct, while taking into account the regulatory, economic, social, and cultural differences, also applies to the activities carried out by NUOVA SIMAT abroad.

The Code is widely disseminated internally by posting it in a place accessible to all and is made available to any NUOVA SIMAT contact on the website www.nuovasimat.com.

NUOVA SIMAT also undertakes to ensure compliance with the provisions of this Code in all economic relationships it establishes.

1.2 The value of the reputation and credibility of NUOVA SIMAT

Reputation and credibility are fundamental intangible assets.

A good reputation and credibility foster relationships with local institutions, customer loyalty, human resource development, and the integrity and reliability of suppliers.

1.3 The contents of the code of conduct

The Code of Conduct consists of:

• the general ethical principles that identify the reference values in the activities;
• the criteria of conduct towards each stakeholder, which provide the guidelines and rules to which the recipients of the Code are required to adhere;
• the implementation mechanisms that outline the control system for the correct application of the Code of Conduct and for its continuous improvement.

1.4 Contractual value of the Code

Compliance with the provisions of the Code must be considered an essential part of the contractual obligations of the company's employees pursuant to and for the purposes of Articles 2104, 2105 and 2106 of the Civil Code.

Serious and persistent violations of the provisions of this Code damage the relationship of trust established with NUOVA SIMAT and may lead to disciplinary action and compensation for damages. Employees must, however, comply with the procedures set forth in Article 7 of Law 300/1970 (Workers' Statute), collective bargaining agreements, and the disciplinary code adopted by NUOVA SIMAT.

1.5 Code Updates

By resolution of the Administrative Body, the Code may be amended and supplemented, also on the basis of suggestions and indications from the Supervisory Body.

2.1 Responsibility

In carrying out the mission, the behavior of all recipients of this Code must be inspired by the ethics of responsibility.

NUOVA SIMAT's fundamental principle is compliance with the laws and regulations in force in Italy and all the countries in which it operates.

The recipients of the Code are required to comply with applicable legislation; under no circumstances may NUOVA SIMAT's interests be pursued or achieved in violation of the law.

NUOVA SIMAT is committed to ensuring that interested parties receive an adequate information and ongoing training program on the Code of Conduct.

2.2 Transparency

The principle of transparency is based on the truthfulness, accuracy, and completeness of information both outside and within NUOVA SIMAT.

The complaint verification and resolution system implemented for customers must allow for information to be provided through constant and timely communication, both verbal and written.

When drafting user contracts, NUOVA SIMAT drafts the clauses clearly and comprehensibly, always ensuring equal treatment with customers.

2.3 Correctness

The principle of fairness implies respecting the rights, including those regarding privacy and opportunities, of all individuals involved in one's work and professional activities.

This also requires the elimination of any discrimination and any potential conflict of interest between employees and Nuova Simat.

2.4 Efficiency

The principle of efficiency requires that in every business activity, the resources used to provide services be managed economically and a commitment be made to offer a service that meets customer needs and meets the most advanced standards.

2.5 The spirit of service

The principle of a spirit of service implies that each recipient of the Code must always be oriented, in their behavior, towards sharing NUOVA SIMAT's mission of providing a high-value service.

2.6 Competition

NUOVA SIMAT intends to enhance the value of competition by adopting principles of fairness, honest competition, and transparency towards all operators on the market.

2.7 Enhancement of human resources

Human resources represent a fundamental factor for the development of society.

Therefore, NUOVA SIMAT protects and promotes their professional growth with the aim of increasing the wealth of skills they possess.

In this regard, the company seeks to enhance its staff's technical, managerial, and interpersonal skills through appropriate training programs.

The company uses its certified management systems to monitor its staff's skillset in relation to job descriptions.

The governance system adopted by NUOVA SIMAT complies with current legislation and is aligned with the most authoritative guidelines and existing best practices in the field. It aims to ensure maximum and balanced collaboration among its members through a harmonious balance of the various management, direction, and control roles.

This system is designed to ensure responsible and market-transparent management of activities, with a view to creating value for members and pursuing corporate objectives.

Members of the statutory bodies must base their activities on the principles of fairness and integrity, refraining from acting in situations of conflict of interest within the scope of their activities.

Members of the governing bodies are also required to conduct themselves in accordance with the principles of autonomy, independence, and respect for the guidelines provided by NUOVA SIMAT in their relationships with public institutions and any private entity on its behalf.

Their assiduous and informed participation in Nuova Simat's activities is required; they are required to treat confidentially any information they gain knowledge of in the course of their duties and may not use their position to obtain personal advantages, whether direct or indirect. All communications must comply with laws and standards of conduct and must be aimed at safeguarding price-sensitive and confidential information.

Members of the statutory bodies are required to comply with current legislation and the principles contained in this Code.

The obligations of loyalty and confidentiality bind these individuals even after the termination of their relationship with the Company.

In compliance with current legislation and with a view to planning and managing activities aimed at efficiency, fairness, transparency, and quality, NUOVA SIMAT adopts appropriate organizational and management measures to prevent unlawful conduct or conduct that is in any way contrary to the rules of this Code by any person acting on behalf of the Company.

In relation to the scope of the powers conferred to each individual, NUOVA SIMAT has implemented control systems incorporated into the various Safety, Environment, and Quality management manuals, providing suitable measures to ensure that activities are carried out in compliance with the law and the rules of conduct set forth in this Code, and to promptly identify and eliminate risk situations.

The organizational models, in order to prevent the risk of committing crimes that could give rise to NUOVA SIMAT's liability pursuant to Legislative Decree 231/2001, provide for:

• a) the identification of activities within which crimes may be committed;
• b) specific protocols aimed at planning the formation and implementation of the Company's decisions in relation to the crimes to be prevented;
• c) the identification of methods of managing financial resources suitable for preventing the commission of crimes;
• d) reporting obligations towards the body responsible for overseeing the functioning and compliance with the organizational models;
• e) the introduction of a disciplinary system suitable for sanctioning failure to comply with the measures indicated in the model.

To this end, the Company adopts a specific internal control system to verify the correct application of the organizational and management models used, compliance with internal and external regulations, and the adequacy of accounting principles and records.

The Board of Directors periodically verifies the adequacy and effective functioning of the internal control system and carries out any interventions deemed necessary or appropriate to ensure its optimal functioning.

This system relies on control activities carried out by individual functions with respect to the procedures and activities under their jurisdiction and on the activities of the Audit function.

Its task is to evaluate and contribute to the improvement of risk management and governance processes, verifying the internal control system with regard to the effectiveness and efficiency of operations, the protection of assets, and compliance with laws, regulations, and internal procedures.

A specific Supervisory Body has also been established to verify and enforce the provisions of this Code.

The Supervisory Body assists the Administrative Body in establishing and updating the guidelines of the internal control system, and in assessing its adequacy and effective functioning.

5.1 Relations with staff

Employment management, pursuing an objective-based organization, is geared toward fostering the professional and skills growth of each employee.

Any discrimination based on race, gender, nationality, religion, language, trade union affiliation, or political affiliation in hiring, remuneration, promotion, or dismissal, as well as any form of favoritism, is prohibited.

5.2 Safety and health

NUOVA SIMAT is committed to protecting the moral and physical integrity of its employees, consultants, and clients.

To this end, it promotes responsible and safe behavior and adopts all safety measures required by technological and legislative developments to ensure a safe and healthy working environment, in full compliance with current legislation on prevention and protection.

5.3 Protection of the person

The NUOVA SIMAT company is committed to ensuring compliance with the conditions necessary for the existence of a collaborative and non-hostile working environment and to preventing discriminatory behavior of any kind.

Everyone's cooperation is required to maintain a climate of mutual respect for everyone's dignity and reputation.

Employees who believe they have suffered discrimination can report the incident to the Audit function and/or their manager, or even directly to the Supervisory Body, which will proceed to ascertain whether the Code of Conduct has actually been violated.

Disparities that can be justified on the basis of objective criteria do not constitute discrimination.

5.4 Staff selection

Without prejudice to the obligations arising from current provisions, the selection of personnel is subject to verification that candidates fully meet the professional profiles required by the organization, respecting equal opportunities for all interested parties.

5.5 Assumption

Staff are hired on the basis of regular employment contracts, and no form of employment relationship that is non-compliant or otherwise evasive of current regulations is permitted.

5.6 Staff duties

Staff undertake to comply with the obligations set forth in this Code and must, in carrying out their duties, comply with the law and base their conduct on the principles of integrity, fairness, loyalty, and good faith.

5.7 Additional duties. Accounting records and registrations

Those entrusted with the task of keeping accounting records are required to carry out each entry in an accurate, complete, truthful and transparent manner and to allow any checks by persons, including external ones, appointed for this purpose.

Accounting records must be based on accurate and verifiable information and must fully comply with internal accounting procedures.

Each document must allow for the reconstruction of the related transaction and must be accompanied by adequate documentation.

All actions relating to the activity must be supported by adequate records that allow for checks and controls on the decision-making, authorization and execution processes.

Anyone who becomes aware of any omissions, errors, or falsifications is required to report them to their manager and/or the Audit function or even the Supervisory Body.

5.8 Conflict of interest

The employee must maintain a position of autonomy and integrity in order to avoid making decisions or carrying out activities in situations, even if only apparent, of conflict of interest with respect to the activity performed.

Any activity that conflicts with the proper fulfillment of one's duties or that could harm one's interests and image must be avoided.

Any real or potential conflict of interest must be disclosed in advance to the manager, who will then inform the supervisory body according to the established procedures.

5.9 Assets of the NUOVA SIMAT Company

The employee uses and carefully maintains the assets available to him or her for professional purposes. Improper use of property and resources is prohibited.

Each employee is directly and personally responsible for the protection and legitimate use of the assets and resources entrusted to them for the performance of their duties.

Nuova Simat Srl, in compliance with applicable laws, adopts the necessary measures to prevent their misuse.

5.10 Use of IT systems

With respect to the use of information systems, each employee is responsible for the security of the systems used and is subject to the applicable regulatory provisions and the terms of the license agreements.

Except as provided by civil and criminal law, improper use of assets and resources includes the use of internet connections for purposes other than those related to employment or to send offensive messages or messages that could damage the image of Nuova Simat Srl.

Each employee is also required to make the necessary efforts to prevent the possible commission of crimes through the use of IT tools.

5.11 Gifts, freebies and other benefits

The employee may not request, for himself or for others, gifts or other benefits, nor accept the latter, except those of modest value or in accordance with normal commercial and courtesy practices, from anyone who has benefited or may benefit from the company's activities.

The employee may also not offer gifts or other benefits to any person from whom he or she may receive preferential treatment in the conduct of any activity related to the business.

No illicit advantages may be attributed to public or private customers or suppliers.

Gifts and benefits offered but not accepted that exceed a modest value must be reported to allow for an appropriate assessment by the function manager, who will then inform the organization's supervisory body according to the established procedures.

This rule does not allow for exceptions even in those countries where offering valuable gifts or other benefits is customary.

5.12 Privacy Policy

NUOVA SIMAT protects the privacy of its employees, in accordance with applicable laws, and undertakes not to communicate or disseminate, except as required by law, their personal data without the interested party's prior consent.

The acquisition, processing, and storage of this information occurs within specific procedures designed to ensure that unauthorized persons cannot gain access to it and that privacy regulations are fully respected, as set out in the company's DPIA.

5.13 Confidentiality and information management

The employee is required to maintain the confidentiality of information learned in the performance of his or her duties in accordance with the law, regulations, and circumstances.

The employee must observe this duty of confidentiality even after the termination of the employment relationship, ensuring compliance with the requirements of current privacy legislation; he or she must also carefully safeguard the documents entrusted to him or her.

5.14 Information obligations

All employees are required to promptly and confidentially report to their line manager and/or the Audit function or the Supervisory Body any information they become aware of in the course of their work, regarding violations of legal provisions, the Code of Conduct, or other provisions that may, in any way, involve the organization.

Functional managers must monitor the work of their employees and must inform the supervisory body of any possible violation of the aforementioned rules.

5.15 Obligations of collaborators

The provisions set forth in the previous points extend to all potential collaborators and consultants of Nuova Simat Srl.

6.1 Equality and impartiality

NUOVA SIMAT is committed to satisfying its customers by fulfilling the obligations established by the contracts.

The company also undertakes not to discriminate against its customers.

The company establishes a relationship with its clients characterized by high professionalism and based on availability, respect, courtesy, and the pursuit of maximum collaboration.

6.2 Contracts and communications

Contracts and communications with customers must be:

• clear and simple and formulated in language as close as possible to that of the general customer base;
• compliant with current regulations.

NUOVA SIMAT undertakes to communicate promptly and in the most appropriate manner any information relating to any changes or variations in the provision of the service.

6.3 Quality and customer satisfaction

The NUOVA SIMAT company is committed to ensuring that the required quality and safety standards are achieved and to periodically monitor the quality of the service provided to the customer.

6.4 Interaction with customers

NUOVA SIMAT is committed to promoting customer interaction through the rapid management and resolution of any complaints and the use of appropriate communication systems.

NUOVA SIMAT rejects litigation as a tool for obtaining undue advantages and resorts to it on its own initiative only when its legitimate claims are not met with due satisfaction by the interlocutor.

In order to systematically engage with customers, the company conducts customer satisfaction surveys at specific intervals, as a source of information for verifying service improvement objectives.

NUOVA SIMAT protects the privacy of its customers, in accordance with applicable laws, and undertakes not to communicate or disseminate their personal, financial, and consumer data, except as required by law.

7.1 Participation in competitive comparison procedures

When participating in competitive bidding procedures, NUOVA SIMAT carefully evaluates the appropriateness and feasibility of the requested services, with particular regard to regulatory, technical, and financial conditions. Where possible, it promptly reports any anomalies and under no circumstances undertakes contractual commitments that could force the company to make unacceptable savings in terms of service quality, personnel costs, or workplace safety.

7.2 Fairness in commercial negotiations

In its relations with clients, the company ensures fairness and clarity in commercial negotiations and in the assumption of contractual obligations, as well as their faithful and diligent fulfillment.

8.1 Choice of supplier

The selection of suppliers and the purchase of goods and services of any kind must be made in compliance with the principles of competition and equal conditions for tenderers and on the basis of objective assessments relating to the competitiveness, quality, utility, and price of the supply.

When selecting a supplier, the company must also take into account the ability to ensure the implementation of adequate quality systems, where applicable, the availability of resources and organizational structures, and the ability to meet confidentiality obligations.

NUOVA SIMAT reserves the right to adopt a supplier register whose qualification criteria do not constitute barriers to entry.

8.2 Transparency

Relationships with the company's suppliers, including financial and consultancy contracts, are governed by the provisions of this Code and are subject to constant and careful monitoring by the company itself, including with regard to the appropriateness of the services or goods supplied with respect to the agreed consideration.

8.3 Correctness and diligence in the execution of contracts

NUOVA SIMAT and the supplier must work towards building a collaborative relationship of mutual trust.

The company undertakes to inform the supplier accurately and promptly regarding the characteristics of the business, the payment methods and terms, in compliance with current regulations as well as the counterparty's expectations, given the circumstances, negotiations, and the content of the contract.

The supplier's performance of the contractual obligations must comply with the principles of fairness, correctness, diligence, and good faith and must comply with applicable legislation.

9.1 Integrity and independence in relationships

To ensure maximum clarity in institutional relationships, these are maintained exclusively through representatives who have received explicit mandates and who do not have conflicts of interest with respect to representatives of the institutions themselves.

Gifts or acts of courtesy and hospitality towards government representatives, public officials and public employees are permitted to the extent that their modest value does not compromise the integrity, independence and reputation of either party.

In any case, this type of expense must be authorized and adequately documented.

During a business negotiation, request, or commercial relationship with the Public Administration, no actions should be taken, directly or indirectly, that could propose employment and/or commercial opportunities from which advantages derive, for oneself or others, to PA employees or their relatives or in-laws.

If the company is represented by a "third party" in its dealings with the PA, the same guidelines that apply to the company itself apply to the consultant and his staff.

10.1 Establishment of the Supervisory Body

The Internal Control Supervisory Body is hereby established, tasked with overseeing the implementation and compliance with this Code and the organizational and management models.

Specifically, the Supervisory Body: is responsible for expressing binding opinions regarding ethical issues that may arise in the context of decisions and alleged violations of the Code of Conduct reported to it by the organization's audit function manager; must monitor the periodic review of the Code of Conduct and its implementation mechanisms; and is responsible for coordinating, receiving, and evaluating the internal report prepared by the audit function.

10.2 Composition of the Supervisory Body

The Supervisory Body is an independent body of the organization with full autonomy of action and control, and its activities must be characterized by professionalism and impartiality.

It is composed of an external member, chosen from among independent personalities, with specific expertise and professionalism.

10.3 Audit Function

The Audit function performs independent and objective support activities aimed at improving the organization's efficiency and is responsible for verifying the compliance of activities with ethics.

To this end, the function assesses the organization's ethical risks and examines the systems in place to ensure the correct application of legal provisions, the Code, and organizational models, ensuring any updates and informing the competent statutory bodies of the results of the checks.

The Audit function receives and evaluates reports of any violations of the Code of Conduct and reports them to the Supervisory Body.

It has free access to data, documentation and information useful for carrying out the activities within its remit.

The internal functions of NUOVA SIMAT involved in implementing and complying with the regulation are required to provide maximum cooperation to this end.

10.4 Reports

All interested parties, internal and external, are required to report verbally or in writing (depending on the nature of the violation) and in a non-anonymous manner any non-compliance with this Code and any requests for violations thereof, from anyone, to their manager or directly to the Supervisory Body.

Authors of manifestly unfounded reports are subject to sanctions.

The NUOVA SIMAT Company protects the authors of the reports against any retaliation they may face for having reported inappropriate behavior and maintains their identity confidential, without prejudice to legal obligations.

10.5 Violations of the Code of Conduct

Serious and persistent violations of the Code of Conduct by its recipients damage the relationship of trust established with NUOVA SIMAT and may result in disciplinary action, compensation for damages, and, in cases of serious breach, termination of the employment relationship.

For the purposes of this Code, the term "serious breaches" refers to all persistent breaches of the Code that result in sanctions against the company.

For employees, compliance with the provisions of the Code of Conduct is an essential part of the contractual obligations pursuant to Articles 2104, 2105, and 2106 of the Civil Code. The disciplinary system must comply with the provisions of Law No. 300 of 20 May 1970, specific sector regulations, where applicable, collective bargaining agreements, and the disciplinary code.