Ethical code

Approved by the Board of Directors of Tiesse S.p.A. on 22/11/2018

1. Introduction
   TIESSE S.p.A. (hereinafter “TIESSE” or “Company”) conforms the conduct of its activities to compliance with the values ​​and principles of conduct expressed in this Code of Ethics.
   The Code of Ethics contains the set of rights, duties and responsibilities of the interested parties internal and external to the Company, beyond and regardless of the provisions of the law.

The provisions of this Code of Ethics apply without exception to all subjects who work for the achievement of corporate objectives, whether they are subjects in top positions (directors, members of corporate bodies, managers) or employees or collaborators and external consultants, suppliers and partners. commercial and financial, which together constitute the Recipients of the Code of Ethics (hereinafter “Recipients”).

Compliance with the Code of Ethics by the Recipients is of fundamental importance for the proper functioning, reliability, compliance with laws and regulations as well as the reputation of TIESSE.

Recipients must behave in accordance with the fundamental principles of honesty, moral integrity, correctness, transparency, objectivity and respect for the individual personality in the pursuit of corporate objectives and in all relations with persons and entities internal and external to the Company.

In no case can the pursuit of TIESSE’s interest justify an action that does not comply with an honest line of conduct. Therefore TIESSE reserves the right not to undertake or continue any type of relationship with anyone who adopts behavior that differs from what is established in this Code of Ethics.

TIESSE prohibits bribery without exception in all its activities. This principle applies to all transactions between the Company and any other person, regardless of whether they are between the Company and private counterparties or between the Company and public officials or persons in charge of public service.

This Code of Ethics is approved by the TIESSE Board of Directors. Any variation and / or integration of the Code of Ethics must be approved by the same body and promptly disclosed to the Recipients.

2. Criteria of conduct in relations with personnel and collaborators
   TIESSE protects and promotes the value and development of human resources, also as an important success factor for the company, in order to promote full professional fulfillment on the basis of merit criteria.

In the management of relationships that involve the establishment of hierarchical relationships, TIESSE requires that authority be exercised with fairness and fairness, prohibiting any behavior that may be deemed harmful to the dignity and autonomy of the employee.

Any form of discrimination must be avoided and in particular any discrimination based on race, nationality, sex, age, disability, sexual orientation, political or trade union 4 opinions, philosophical orientations or religious beliefs towards any person inside or outside TIESSE.

Sexual harassment or acts of physical or psychological violence are not tolerated. TIESSE undertakes to protect the moral integrity of its collaborators by guaranteeing the right to working conditions that respect the dignity of the person.

No form of irregular work is tolerated.

At the establishment of the employment relationship, each employee must receive accurate information relating to: characteristics of the function to which they belong, responsibility for their role and tasks to be performed, regulatory and remuneration elements, rules and procedures to be adopted in order to avoid conduct contrary to the law and company policies. Personnel and collaborators must avoid carrying out or facilitating operations in conflict of interest – actual or potential – with the Company, as well as activities that may interfere with the ability to make, in an impartial manner, decisions in the best interest of the Company and in full compliance with the principles of this code.

The staff and collaborators in particular must not have financial interests in the choice of supplier, in a competitor or customer and cannot carry out work activities that could lead to the onset of a conflict of interest.

3. Rules of conduct in relations with suppliers
   In contracts, procurement and, in general, the supply of goods and / or services, it is forbidden, on the basis of public information and / or information available in compliance with current regulations, to establish and maintain relationships:

• with subjects involved in illegal activities, in particular connected with the crimes envisaged by Legislative Decree 231/2001 and, in any case, with subjects lacking the necessary requisites of seriousness and commercial reliability;
• with subjects who, even indirectly, hinder human development and contribute to not respecting human dignity and individual personality and / or to violating the fundamental rights of the person;
• with subjects who do not comply with current legislation on labor – with particular attention to child labor – and workers’ health and safety, as well as the principles set out in this Code of Ethics in general.

Finally, it is forbidden to:

• perform services in favor of partners that are not adequately justified in the context of the associative relationship established with them;
• recognize compensation in favor of external collaborators who are not adequately justified in the characteristics of the assignment to be performed.

The relationship with suppliers is based on principles of transparency, loyalty, integrity, confidentiality, diligence, professionalism and objectivity of judgment.

The responsible staff and personnel assigned to the purchasing processes ensure compliance with all relevant regulatory provisions.

TIESSE recommends its suppliers to refrain from offering goods or services, in particular in the form of gifts, to Company personnel that exceed normal courtesy practices and also recommends its employees not to offer goods or services to personnel of other companies or entities that exceed normal courtesy practices;

To ensure maximum transparency and efficiency of the purchasing process, it must be guaranteed in company procedures:

• the separation of roles between the organizational unit requesting the supply and the unit stipulating the contract;
• adequate traceability of the choices made;
• the retention of information as well as all relevant documents in the relationship management

4. Rules of conduct in customer relations
   Professionalism, competence, availability, respect and fairness represent the guiding principles and style of behavior to be followed in relations with customers.

It is therefore essential that relationships with customers are based on full transparency and fairness, compliance with the law and independence from any form of conditioning, both internal and external.

Contracts and communications to customers must be:

• compliant with current regulations;
• compliant with corporate commercial policies and the parameters defined therein;
• complete, so as not to overlook any element relevant to the customer’s decision.

TIESSE’s communication must be based on respect for the right to information and the principles of clarity, transparency and timeliness; under no circumstances is it permitted to disclose false or biased news or comments.

The Company ensures the confidentiality of the information in its possession and refrains from seeking confidential data, except in the case of express and informed authorization and compliance with the legal regulations in force.

The staff and collaborators of the Company are required not to use confidential information for purposes not related to the exercise of their business and not to treat the same information in a way that differs from the provisions of the authorizations received or established company procedures. All information of the interested parties is treated in full compliance with the laws in force regarding the protection of personal data.

5. Rules of conduct in relations with other companies
   All subjects who work for the achievement of corporate objectives must respect the principles and rules of free competition and must not violate the laws in force on competition, antitrust and consumer protection.

It is therefore forbidden to engage in any conduct that violates the habitual and free exercise of trade and industry and which as such affects commercial trust and good faith in trade.

In the context of fair competition and consumer protection, the Recipients undertake not to violate the rights of third parties relating to intellectual property and to comply with the rules for the protection of the distinctive signs of intellectual property or industrial products (trademarks, patents).

6. Criteria of conduct in relations with the Public Administration
   In the context of relations with public bodies, public officials and persons in charge of public service, the Recipients are required to ensure maximum availability and collaboration, also during inspections and verifications as well as, if due and / or requested, complete information, production of data and documentation in compliance with the principles of transparency, completeness and correctness and their institutional and organizational functions. In particular, the information that, according to the current legislation, must be communicated to the Public Authorities cannot be withheld or distorted.

It is not permitted, either directly, indirectly, or through a third party, to offer or promise money, gifts or compensation, or to exercise unlawful pressure, to managers, officers or employees with subjects involved in illegal activities, in particular connected with the crimes envisaged by Legislative Decree 231/2001 and, in any case, with subjects lacking the necessary requisites of seriousness and commercial reliability; with subjects who, even indirectly, hinder human development and contributenti of the Public Administration, or to subjects in charge of public service or to their relatives or cohabitants for the purpose of inducing the performance of an official act or contrary to official duties, the purpose of favoring or damaging a party to be considered as such. in a civil, criminal or administrative trial in order to bring a direct or indirect advantage to the company.

It is not allowed to make contributions, direct or indirect and in any form, to political parties, movements, committees and political and trade union organizations, their representatives and candidates, except those due on the basis of specific regulations.

It is forbidden to use or present false declarations or documents, or to omit information – if requested – to obtain, for the benefit or in the interest of the company, contributions, loans or other disbursements, however named, granted by the State, by a public body or by the European Union.

It is forbidden to use contributions, loans, or other disbursements however named, granted by the State, by a public body or by the European Union, for purposes other than those for which they were assigned.

The Company fully and scrupulously complies with the rules established by the market regulatory authorities and does not deny, hide or delay any information requested by such authorities and other regulatory bodies in their inspection functions.

7. Rules of conduct relating to activities of an accounting, administrative or financial nature
   Each operation or transaction must be precise, verifiable, legitimate.

This means that each action and operation must have adequate registration and must be supported by appropriate documentation, in order to allow the carrying out of checks, the identification of different levels of responsibility and the accurate reconstruction of the operation.

Accounting transparency and transparency of financial flows are based on the truth, accuracy and completeness of the basic information for the related accounting records. These accounting records must comply with the applicable accounting principles and must truthfully, correctly, completely and transparently reflect the facts underlying each operation or transaction.

To all subjects who for any reason, even as mere data suppliers, are involved in the preparation of the financial statements and similar documents, or in any case of documents that represent the economic, patrimonial or financial situation of the Company, as well as in particular to the directors, statutory auditors and those in top positions:

• it is mandatory to provide the maximum collaboration for specific aspects; to ensure the completeness and clarity of the information provided as well as the accuracy of the data and processing;
• it is forbidden to expose facts that do not correspond to the truth, even if subject to evaluation, or to omit information or conceal data in direct or indirect violation of the regulatory principles and internal procedural rules, in order to mislead the recipients of the aforementioned documents.

It is forbidden to prevent or otherwise hinder the performance of the control and supervision activities legally attributed to the Shareholders, the Board of Statutory Auditors, the Supervisory Body, the Statutory Auditor, just as it is forbidden to obstruct the functions of the public supervisory authorities.

It is also forbidden, in communications to the aforementioned authorities, to expose facts that do not correspond to the truth about the economic, patrimonial or financial situation of the Company, or to conceal by other fraudulent means, in whole or in part, facts concerning the situation itself that should have been communicated. .

8. Laundering, receiving stolen goods and use of money, goods or utilities of illicit origin, self-laundering.
   The Company prohibits its employees from purchasing, replacing or transferring money, goods or other utilities in the knowledge of the criminal origin of the same; or carry out other operations in relation to them, in order to hinder the identification of their criminal origin. It is forbidden to use money, goods or other utilities in economic or financial activities in the knowledge of the criminal origin of the same. 8 The Company uses authorized financial operators to carry out any collection, payment, transfer of funds, use operations, which must be equipped with manual and IT and / or telematic safeguards aimed at preventing money laundering.

The Company adopts procedures aimed at making both the financial flows and their accounting representation traceable.

9. Rules of conduct in the use of company assets
   The documents, work tools, systems and equipment and any other tangible and intangible assets (including intellectual property rights and trademarks) owned by TIESSE are used exclusively for the realization of the

institutional purposes, in the manner established by the same; they cannot be used for illegitimate uses, and must be used and kept with the same diligence as their own property. Any unlawful uses are punishable, also by way of disciplinary action, whether or not they constitute criminal conduct punishable by law.

The Company protects the personal data of all subjects who come into contact with it, according to the current regulations on privacy.

The information learned in the exercise of their functions, which are also an asset of the Company, are subject to the requirements of the law and the duty of confidentiality on the part of all Recipients. Recipients must comply with these duties even after the termination of the relationship with the company, in accordance with the requirements of the aforementioned legislation.

The IT and telematic tools (such as telephones and faxes, e-mails, internet, intranets and in general the hardware and software provided) made available to employees are work tools and, consequently, company assets. They must be used for business purposes only: this applies both to the use of personal computers and to other tools, programs and services. Any unlawful uses are punishable, also by way of disciplinary action, whether or not they constitute criminal conduct punishable by law.

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

In particular, personnel are prohibited from:

• unauthorized access to an IT or telematic system;
• unauthorized possession and unauthorized dissemination of access codes to computer or telematic systems;
• the dissemination of equipment, devices or computer programs aimed at damaging or interrupting a computer or telematic system;
• the interception, impediment or unlawful interruption of computer or telematic communication;
• damage to information, data and computer programs and computer and telematic systems.

Employees may not upload borrowed or unauthorized software to corporate systems, as well as making unauthorized copies of licensed programs for personal, corporate or third party use.

10. Protection of health and safety at work
    TIESSE undertakes to pursue the objectives of improving the safety and health of workers as an integral part of its business and as a strategic commitment with respect to the more general purposes of the Company.
    To this end, TIESSE:

• undertakes to spread and consolidate a culture of safety and health at work by developing awareness of risks, promoting responsible behavior on the part of all collaborators;
• carries out institutional training, delivered at certain moments in the employee’s corporate life, and recurring training aimed at operating personnel;
• promotes and implements every initiative aimed at minimizing risks and removing the causes that could jeopardize the safety and health of employees, carrying out technical and organizational interventions.

11. Protection of the environment
    TIESSE intends to ensure the full compatibility of its activities with the territory and the surrounding environment.

TIESSE operates in full compliance with all relevant laws and undertakes to take all measures that are reasonably necessary to apply in order to reduce the environmental impact.

TIESSE undertakes that each employee, in carrying out their duties, has as an imperative to respect and protect the environment.

In compliance with the above, in carrying out its production processes, TIESSE takes steps to constantly improve its environmental performance, in accordance with the provisions of the relevant legislative and regulatory requirements.

12. Compliance with the Code of Ethics
    The Code of Ethics is brought to the attention of all internal and external interested parties through specific communication activities.

In order to ensure the correct understanding of the Code of Ethics, the Company implements a periodic communication plan aimed at promoting knowledge of the ethical principles and rules contained in the Code of Ethics.

Recipients are required to know the rules contained in the Code of Ethics and the reference standards that govern the activity carried out for the Company, deriving from the law or from internal procedures and regulations.

TIESSE assumes this Code of Ethics at the basis of its activities as well as at the basis of the fiduciary relationship established with the members of the management and control bodies.

The observance of this Code by employees and collaborators and their commitment to comply with the general duties of loyalty, correctness and execution of the employment contract in good faith must be considered an essential part of the contractual obligations to

even on the basis and for the purposes of art. 2104 of the Italian Civil Code.

It is also the responsibility of each employee to consult their superior for any clarification relating to the interpretation or application of the rules of conduct contained in this document, as well as to promptly report any news to superiors, company representatives and the Supervisory Body. , directly detected or reported by others, regarding possible violations of the provisions of the Code of Ethics.

The conduct of employees, in violation of the behavioral or procedural rules contained in this Code of Ethics, may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, with all legal consequences, including with regard to the preservation of the employment relationship, as well as entail compensation for damages deriving from the same.

Finally, violations committed by consultants will be subject to sanctions in accordance with the provisions of the relative assignments and contracts.

In the event of violations committed by suppliers, we will proceed according to the provisions of the existing contracts.