Code of Ethics by Visionnaire Home Philosophy

CODE OF ETHICS

CONTENTS 01. INTRODUCTION IPE

02. UNDERLYING PRINCIPLES

Context of application Target of recipientients Obligations of employees and collaborators

Reporting procedure

03. ETHICAL PRINCIPLES 04. PEOPLE

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Harrassment in the workplace Drug and alcohol abuse Equality, non-discrimination, equal opportunity Personal integrity and protection Confidential information and protection of privacy

05. SPECIFIC PRINCIPLES OF CONDUCT Relations with the public administration in general Relations with regulatory, supervisory and control bodies Relations with third parties Relations with collaborators Relations with clients and suppliers Relationships with political and trade organizations Relations with channels of information Financial information Anti-money laundering “Non-profit” initiatives Conflict of interest Principles of conduct for the protection of industry, trade and intellectual property Use of company goods, services and materials 1

Principles regarding health, safety and environmental protection

01. INTRODUCTION IPE

IPE Srl, a Bologna-based company founded by the Cavalli family in 1959, has been part of the portfolio of Ergon Capital Partners III, the investment fund controlled by Groupe Bruxelles Lambert, since 2014. IPE (Imbottiture Prodotti Espansi - expanded padded products) was founded by the brothers Pompeo and Vittorio Cavalli in 1959 in Zola Predosa, a few kilometers from Bologna, Italy. The Cavalli brothers paved the way with their unprecedented use of the soft yet extremely strong chemical material, polyurethane, which at the time was used exclusively by the automaker Lancia for the upholstery of vehicle seats. IPE was the first design company to adopt this method, which revolutionized the construction system of their furniture creations. Traditional methods included springs, horsehair and feathers among other materials. In 1959 the holding launched its first sofas: Kosmo and Mercury. Since the first edition in 1961, the company has participated in the Milan International Furniture Fair. In the 1970s, Vittorio Cavalli’s son Luigi joined the company, concentrating on the development of new collections and international expansion. In the mid1990s, Luigi’s children Leopold and Eleonore joined the company, and together with their father they launched the Visionnaire brand in 2004, with the aim of offering their customers a new concept of luxury furniture that emphasized an idea closer to fashion and lifestyle trends.

02. UNDERLYING PRINCIPLES

Contex of application Target of recipientients Obligations of employees and collaborators Reporting procedure

IPE has always carried out its activities and conducted its business in full compliance with the laws and regulations in force in the legal systems of all the countries in which it has operated and continues to operate. This compliance is made possible by the effective and concrete involvement of all those who

directly or indirectly carry out daily actions and activities in the name, on behalf of or in the interest of IPE. To this end, IPE considers it essential to put in place the conditions aimed at fostering a work environment based on respect, fairness and collaboration, as well as allowing for the involvement and empowerment of employees and collaborators, in keeping with specific objectives to be achieved and the methods activated in their pursuit. IPE has considered it essential to prepare a Code of Ethics, with the aim of clearly defining the set of values and responsibilities that IPE acknowledges, accepts, shares and assumes. The Code of Ethics represents, among other things, a fundamental component of the Model of organization, management and control applied by IPE pursuant to Legislative Decree 231/01 and of the overall internal control system of the same, in the belief that ethics in the conduct of business is to be set as a condition for the success of the company. In this perspective, the principles and values expressed in the Code of Ethics constitute the first safeguard on which Model 231 is based, as well as a useful reference of interpretation in the concrete application of company dynamics. The conviction of acting for the benefit of IPE can in no way justify behaviors in contrast with the principles indicated above. IPE guarantees the spread of information on the provisions of the Code of Ethics and its application to the subjects involved, so that all those who work – in any capacity – for the Company can carry out their activities and/or their own position or function according to a constant and strict observance of the principles and values contained therein.

CONTEXT OF APPLICATION The Code of Ethics applies to the Company that issues it, in any country in which it operates, and at any level of the organization, while taking into consideration all diversities of a cultural, social and economic nature. In the event of discrepancies between the principles expressed in the Code of Ethics and local regulations, the most restrictive provisions are applied in any case, whether they are those expressed in the Code of Ethics or in the individual legislative framework. In order to foster compliance with the Code at all levels and in all countries, IPE is committed to providing adequate tools of information, communication, prevention and control.

TARGET OF RECIPIENTS The persons addressed as the target recipients of the Code of Ethics - in the performance of their duties and responsibilities – are the Members of the Board of Directors, the Members of the Board of Statutory Auditors, the Managers of the Functional Areas and the employees of IPE in general, as well as collaborators (such as consultants, representatives, intermediaries, agents, etc., for example), partners in business relations and all those who have commercial interactions with IPE. The principles expressed in the Code of Ethics represent the shared basis of values and essential, indispensable premises that must guide the behavior of all recipients, within the scope of their individual functions. The Code of Ethics is an integral part of the employment relationship. Compliance with the standards of the Code must be considered an essential part of the obligations of IPE personnel. Enforcement of application Violation of the provisions of the Code of Ethics is considered a cause for actions of enforcement, and may result in the application of corresponding disciplinary sanctions for employees of the Company, with consistency, impartiality and uniformity, depending on the severity of the violation in compliance with current legislation. For employees, collaborators and third parties, compliance with the Code of Ethics is an essential prerequisite for establishing and/or continuing a professional relationship with IPE. Failure to comply with the provisions contained in the Code, regardless of any damage caused to the Company, may constitute 6

grounds for termination of any contractual relationship.

OBLIGATIONS OF EMPLOYEES AND COLLABORATORS Every employee or collaborator has the obligation: •

to refrain from behaving contrary to the provisions of the Code;

•

to report to the Sole Director / President of the Company any information regarding violations of the Code in the context of IPE’s activities IPE;

•

to cooperate with the offices responsible for verification of any violations;

•

to avoid any initiatives that violate the contents of the Code.

Every employee or collaborator, with respect to third parties in relation to IPE, has the responsibility of: •

suitably informing them of the stipulations of the Code of Ethics;

•

demanding compliance with the provisions of the Code in the enactment of the activities for which the third parties are collaborating with IPE;

•

apply the measures of reporting in case of lack of compliance on the part of third parties with the stipulations of the Code.

REPORTING PROCEDURE In order to facilitate reporting of possible violations of the Code by anyone who becomes aware of such infringements, the Company provides appropriate tools of communication with its internal Office of Oversight, which represents the recommended channel for the aforementioned reports, as indicated in specific in-house memos.

03. ETHICAL PRINCIPLES

The actions and business relationships put in place by IPE are regulated by the ethical principles indicated below: Legality: IPE ensures full compliance with all legal provisions and regulations in force in the countries in which it operates; Integrity: IPE bases the establishment of relations inside and outside the company on assessments of: •

fairness,

•

honesty,

•

trust,

•

responsibility

•

good faith

In order to achieve personal or business objectives, illegitimate or in any case incorrect actions, as well as any form of corruption, are prohibited: Responsibility: all recipients carry out their work and/or their assignment or function with professional commitment, diligence and efficiency, making best use of the tools and time available and assuming the responsibilities associated with the commitments made. Transparency: IPE, also through its employees and collaborators, undertakes to carry out the tasks and responsibilities assigned in a diligent, clear way, appropriate to the nature of the same, without reservations of intent and without pursuit of ulterior or concealed aims.

Fairness: all the actions and operations carried out and the behaviors enacted by all recipients of this Code in the performance of their working activities and/or functions, in the context of relations with IPE, are based on principles of fairness and mutual respect, as well as legitimacy of both form and substance, in compliance with current regulations and internal procedures, also in order to protect corporate assets and image. To this end, conduct aimed at pursuit of personal or third-party interests to the detriment of the company and its interests will not be tolerated, nor will the company tolerate pursuit of corporate interests in violation of current laws and regulations. The use of goods and equipment available to the recipients for the performance of their work and/or their role and function must comply with the principle of fairness and is not permitted for purposes or aims differing from those explicitly intended. Privacy: IPE believes it is a duty to ensure the privacy and confidentiality of information gathered in the course of the company’s working activities. In this perspective, recipients of this Code ensure maximum confidentiality of data, communications and information, constituting corporate assets or relating to IPE, acquired and/or processed during the performance of their work and/or the enactment out of their duties or functions. IPE makes a commitment to process personal data and confidential information in compliance with all current privacy regulations and best practices for the protection of confidentiality. Abuse of these data for personal or third-party interests is prohibited, as is the use of the name and reputation of IPE, or of the information acquired during the course of work activities and/or specific roles or functions. Equality: IPE acknowledges equal dignity and impartial treatment of all persons involved in the company’s activities, in order to guarantee personal freedom and dignity and respect for diversity. By virtue of this position, IPE rejects all forms of discrimination based on gender, race, language, personal and social conditions, religious and political beliefs. 10

Attribution of value to human resources: IPE guarantees equal growth opportunities for its human resources, in the awareness that advancement of the skills and professionalism of individuals is an essential factor in the improvement of the company’s organization. Protection of human resources: IPE is fully aware of the fact that a responsible economic strategy aimed at issues of health and safety of employees in their activities is essential for the company’s success and that of its clients. Therefore IPE recognizes that continuing improvement of the company’s performance in terms of health and safety leads to significant commercial and economic advantages, while at the same time responding to the expectations of improvement in relation to the territorial context in which the company operates. Environmental protection: IPE considers environmental protection to be a key factor in corporate activities, driven by principles of respect and safeguarding of the environment and the territory, seen as being of the utmost importance both for their intrinsic value and in relation to their impact on the health of human beings and other living species. Environmental protection and pursuit of quality in the services provided to clients are factors addressed by IPE through a structured approach, taking implications of an organizational, technical, economic and legal character into account. Legal implications constitute an important parameter for the company and for the subjects indicated by legislation and regulations as being responsible for possible non-compliance in relation to harm to the environment. For this reason, IPE does not limit its efforts to compliance with laws and regulations, but also pursues in its policies the ongoing refinement of the company’s organizational and technical capacities with the aim of reducing environmental impact and improving the quality of its activities, with effectiveness and growing efficiency at the same time, analyzing the possibilities of improvement of available equipment, resources and devices, while remaining up to date regarding the scientific and technical advances offered by the market. Through these actions, the company sets out to make its business activities, in any sector, comply with the highest standards of environmental compatibility and safety.

04. PEOPLE

Harrassment in the workplace Drug and alcohol abuse Equality, non-discrimination, equal opportunity Personal integrity and protection Confidential information and protection of privacy

Our People are seen as an indispensable factor for the existence and future growth of the company. In order for the abilities and expertise of our People to be applied for their fullest value, and to allow all persons to fulfill their own potential, those responsible for management of these resources in the company will have to: •

apply criteria of merit and professional expertise when making any type of decision regarding our People;

•

select, hire, train, compensate and manage, without any form of discrimination, acting in such a way that everyone can enjoy equal treatment, notwithstanding any diversities of gender, age, nationality, religion or ethnic background;

•

guarantee equal opportunities regarding all aspects of the employment relationship with IPE, including, by way of example, professional recognition, compensation, refresher and training courses, etc.

Our People must be aware of the Code of Ethics and the conduct recommended therein; to this end, IPE is committed to offering continuous training and awareness programs on issues related to the contents of the Code. IPE also takes measures to protect the mental and physical wellbeing of its People, respecting their personality, preventing them from negative conditions, difficulties or harm. IPE will reserve the right, in order to protect its image, to also consider activities and behavior outside the working context, which due to their impact can be considered offensive to civic sensibilities. The company will intervene to prevent abusive or defamatory interpersonal behavior. To this end, our People will be required to collaborate in maintaining a corporate climate of mutual respect, refraining from behavior that could harm the dignity, honor and reputation of both the company and its employees.

HARRASSMENT IN THE WORKPLACE IPE requires that no harassment of any kind should occur in internal and external working relationships, such as for example the creation of a work environment hostile to individual employees or groups of employees, unjustified interference in the work of others, or the creation of obstacles and impediments to the professional growth of others. IPE does not permit sexual harassment, defined as the subordination of possibilities of professional growth or other advantages to the provision of sexual favors, and any other behavior with a sexual connotation, harmful to dignity, based on gender or not desired by one of the parties concerned.

DRUG OR ALCOHOL ABUSE Employees must refrain from carrying out their activities under the effect of alcohol or drugs, or substances having similar effects. They must also refrain from consuming such substances during the course of their work. Conditions of chronic dependence on alcohol and drugs, having an impact on and potentially disturbing normal work performance, are strictly forbidden.

EQUALITY, NON-DISCRIMINATION, EQUAL OPPORTUNITY IPE rejects and excludes all forms of exploitation of workers and discrimination against people on the basis of gender, age, race, language, nationality, religion, personal and social conditions, sexual orientation and political views, in all decisions that affect relationships with all counterparts. IPE therefore opposes any behavior or attitude that is discriminatory or harmful to persons, their beliefs or preferences. IPE makes a commitment to provide equal opportunity regarding conditions and opportunities of employment, training, development and professional growth, in full compliance with current legislation 14

and with the underlying values of this Code of Ethics.

PERSONAL INTEGRITY AND PROTECTION IPE considers the protection of individual freedom and personality as an essential value. Therefore the company condemns and prohibits any behavior or activity that may lead to exploitation or intimidation of individuals. IPE also attaches primary importance to the protection of minors and the elimination of any form of exploitation – including through electronic and IT tools - carried out against them. IPE rejects child labor, as well as any form of abusive recruitment and illicit employment of male or female workers, and actively strives to ensure that the working conditions within the company are respectful of the moral integrity and personal dignity of the individual. Furthermore, IPE is committed to providing a safe, healthy work environment, free of any type of behavior that involves personal harassment of any kind. All recipients of this Code are required to contribute to this goal, also through interpersonal relationships and individual attitudes of respect for the sensibilities of others. IPE, in compliance with current legislation and in consideration of the desire to create a healthy and comfortable environment for its employees, collaborators and the Target in general, has enacted a ban on smoking in the workplace. IPE provides its employees and collaborators with healthy workplaces conducive to wellbeing. Also in the case of work conducted outside the facilities, the company provides suitable accommodations to ensure the health and safety of workers, and their dignity. It also guarantees respect for people in the planning and implementation of work shifts and related rest periods and holidays.

CONFIDENTIAL INFORMATION AND PROTECTION OF PRIVACY The company’s activities constantly require the acquisition, storage, processing, communication and dissemination of data, documents and information relating to negotiations, proceedings, operations and contracts in which IPE is a party. The firm’s databases may also contain personal data covered by the privacy protection legislation, data that cannot be disclosed to third parties, and data whose disclosure could cause damage to the company itself. The recipients, in accordance with their functional positions, are therefore required to protect the confidentiality of such information. All information, knowledge and data acquired or processed by employees in the course of their duties belong to the company and cannot be used, communicated or disclosed without prior and specific authorization of the management. Employees and collaborators are required to: •

obtain and process only data necessary for their working activities;

•

conserve these data in such a way as to prevent its disclosure to third parties and outside the organization;

•

communicate and disclose the data in the context of procedures established in advance by the company, i.e. through authorization of the person responsible for the data’s protection;

•

determine the confidential and private nature of the information in compliance with the stipulations formulated in the procedures established in advance by the company;

•

ensure that no conflicts of confidentiality exist by virtue of relationships of any nature with third parties.

IPE makes a commitment to protect information and data relating to recipients of this Code and to avoid any improper use of those data, in compliance with the provisions of current regulations on the protection of personal data. 16

RELATIONSHIPS WITH THE PUBLIC ADMINISTRATION IN GENERAL The relationships of IPE with representatives of the Public Administration, or in any case related to relations of a public nature, must be based on the most rigorous compliance with applicable legislative and regulatory measures, and can in no way compromise the integrity and reputation of the company. The assumption of commitments and the management of relationships, of any kind, with representatives of the Public Administration and/or parties of a public character can be carried out exclusively by the corporate functions responsible for such interactions and authorized to thus operate on the company’s behalf. In such relationships, IPE must not attempt to improperly influence the decisions of the institutions involved. In any case, during the course of business negotiations or relationships, also of a commercial nature, in Italy and other countries, IPE makes a commitment to: •

refrain from offering employment and/or commercial opportunities to the benefit of personnel belonging to the Public Administration involved in the negotiation or the relationship, or to members of their families (spouse/cohabitant, relatives and so on);

•

refrain from offering gifts, directly or by way of third parties, unless they are in compliance with normal business practices, of moderate value and in any case of a nature that cannot convey the impression, to a counterpart or to an extraneous or impartial third party, that said gifts have the objective of obtaining unfair advantages or exerting illicit influence on the activities and/or decisions of the counterpart; furthermore, such gifts must be suitably authorized and documented;

•

refrain from providing or obtaining protected information that could compromise the integrity, interests and reputation of IPE.

Finally, IPE expressly prohibits, both in Italy and abroad, any excessive solicitation with respect to ordinary commercial and contractual practices, or any type of payment or other benefit offered – directly or indirectly - to Italian or foreign public officials or service officers, with the aim of speeding up, facilitating or simply ensuring implementation of routine activities or activities that in any case are lawful and legitimate within the scope of related duties. Relationships with institutions IPE enters into transparent relationships of collaboration with national, EU and international institutions, with the objective of facilitating dialogue on themes of specific interest. The relationships of IPE with institutions and with public officials or public service providers, or namely organizations, agents, representatives, exponents, members, employees, consultants, persons in charge of public functions or services, public institutions, public administrations, public organizations including economic actors, public agencies or companies of a local, national or international nature, are carried out by each director and each employee, whatever the position held or function performed, or – if applicable – by each collaborator or other recipient of this Code, in compliance with current legislation, the principles defined in this Code of Ethics as well as the applicable company procedures, based on the general criteria of fairness, transparency and trust. Therefore illegal payments are prohibited in relationships with public institutions and officials. Practices of corruption, favoritism, collusion, direct and/or indirect influence, also through promises of personal benefits, in relation to any person operating in or on behalf of the Public Administration are also prohibited. IPE, if it deems it appropriate, may in any case support the programs of institutions or public agencies aimed at achieving utility and benefits for community, as well as the activities of foundations and associations, always in compliance with the applicable legislation, the principles defined in this Code of Ethics and the corporate procedures currently in effect.

RELATIONS WITH REGULATORY, SUPERVISORY AND CONTROL BODIES IPE undertakes to fully and scrupulously comply with the rules dictated by the Regulatory, Supervisory and Control Bodies for compliance with current legislation in the sectors connected with its business (for example, in Italy the National Anti-Corruption Authority, the Competition and Market Guarantor Authority, the Guarantor Authority for the Protection of Personal Data, the Financial Administration, the Customs Agency, etc.). Employees of the company must comply with every request of these organizations in their specific functions, cooperating to carry out all the related procedures. In the event of visits and inspections by representatives of regulatory, supervisory and control bodies, the following is required: •

to act with integrity, fairness, transparency and a spirit of full collaboration, avoiding conduct that could in any way be considered an obstacle to the activities these bodies are called upon to carry out (through, for example, obstructive behavior, reticent or incomplete responses, spurious delays);

•

to provide true, complete and correct data, giving indications of any relevant facts regarding the economic, equity or financial situation of the company;

•

to refrain from removing, altering or concealing documents or the condition of the sites that are subject to inspection and control.

RELATIONS WITH THIRD PARTIES In general, IPE prohibits any behavior directed at third parties (representatives of the Public Administration or private entities, in Italy or abroad) carried out by employees or by anyone working on behalf of or in the interests of the company, related to the offering, or even simply the promise, request, payment or acceptance, directly or indirectly, of money or other benefits for the purpose of obtaining or maintaining unfair advantage in relation to the company’s activities. Relations with third parties should always be conducted in full compliance with ethical principles. Gifts, hospitality and entertainment expenses It is expressly forbidden in relations with third parties, in connection with the business practices of the company, to offer money, gifts or benefits of any kind with the aim of obtaining unfair advantages. In particular, any possible gifts, hospitality and entertainment expenditures offered to public or private actors must in any case: •

comply with the stipulations of applicable current legislation, regulations and procedures;

•

comply with normal commercial practices, be of modest value and in any case not of a character that might generate, in the counterparty or in an external or impartial third party, the impression that the action is aimed at acquiring unfair advantages or at exercising illicit influence on the business practices and/or decisions of the counterparty;

•

not involve the cash payments.

Furthermore, IPE forbids any and all employees and collaborators of the company to accept any form of illicit or corrupting practices by third parties external to the company with the aim of influencing the taking of decisions and/or the implementation of actions in relation to working activities. In particular, in the event of receipt of gifts or other benefits which do not comply with the above principles, it is necessary to refuse said gift or other form of benefit, and to inform the manager or sole director/president of the 21

company for evaluation of the situation.

RELATIONS WITH COLLABORATORS Over and above what has already been indicated regarding relations with third parties in general, every employee, in keeping with his or her specific functions, will undertake to: •

carefully adhere to internal procedures regarding the selection and management of relations with collaborators (ex. consultants, representatives, intermediaries, agents, etc.);

•

carefully select qualified collaborators with a good reputation;

•

promptly report to the sole administrator/president of the company regarding any possible violations of the Code of Ethics on the part of collaborators;

•

make explicit reference, in all contracts of collaboration, to the obligation to comply with the principles of the Code of Ethics.

RELATIONS WITH CLIENTS AND SUPPLIERS In all business relationships, IPE bases its practices on principles of legality, trust, honesty, transparence and efficiency. The recipients of this Code acting in the name of or on behalf of IPE, in business relationships of interest to the company and in relationships with the Public Administration, notwithstanding the competitive conditions of the market or the importance of the specific projects, must limit their actions to ethical practices in compliance with current legislation and regulations, according to clear principles of honesty, diligence and economic efficiency. In relationships with clients, suppliers and third parties in general, it is forbidden to offer money, gifts or benefits of any nature on a personal basis, with the aim of obtaining real or apparent unfair advantages of any kind.

Every recipient of this Code acting in the name or on behalf of IPE: •

will not accept or exert, for themselves or others, pressure, recommendations or indications that can cause damage to IPE or generate unfair advantages, for IPE or for third parties;

•

will reject and will not make inappropriate promises and/or offerings of money, gifts or other benefits, unless they are of moderate value and not connected with requests of any nature;

•

should they receive on the part of a third party an offer or a request of money, gifts or benefits of any kind, with the exception of promotional items or items of moderate value, must immediately inform their superior in the company or the person responsible, depending on the case, for reporting the incident to the appropriate Bodies of Supervision and Control, so that action can be taken in relation to the specific situation.

Employees of the company are obliged to: •

act in accordance with the provisions of the Code of Ethics;

•

carefully comply with internal procedures regarding the management of client relations;

•

provide accurate, truthful and complete information regarding the products and services offered by the company, enabling clients to make informed decisions;

•

provide products and services of high quality that respond to the reasonable expectations of the client and safeguard the client’s safety and wellbeing;

•

adhere to principles of legality and truth in advertising or commercial communications of any kind.

Client relations IPE carries out its activities by offering quality products and services at competitive conditions and in compliance with industry standards, as well as regulations to protect consumers and competition. IPE recognizes the fact that client satisfaction is of primary importance for the company’s success. Therefore, the aim pursued is to ensure an immediate, qualified and competent response to the requests of customers, basing the company’s conduct on fair negotiation and transparency of contractual commitments, as well as courtesy and cooperation. Supplier relations The selection of suppliers, the definition of purchases of goods and/or services, and the formulation of related purchase conditions must take place in compliance with the principles of this Code of Ethics, and are based on the evaluation of objective parameters such as quality, price of the goods or services, and guarantees of assistance, promptness and efficiency. Particular care in the choice of suppliers is also devoted to verification of their reliability and reputation, in terms of compliance with current legislation and specific regulations governing the activities of said suppliers. The purchasing processes are governed by specific company procedures that ensure timely identification of suppliers and the traceability of the supply channels, also in order to guarantee the quality and legality of the goods and services purchased. In compliance with law and commercial best practices, all purchasing processes are based on the search for the maximum competitive advantage for IPE as well as impartiality, and the granting of equal opportunities for all suppliers in conformity with the necessary requirements.

In contracts for the assignment of works and, in general, for the supply of goods and services, employees and collaborators are obliged to comply with the principles of this Code, as well as internal procedures, documented in written form. In any case, the selection made for the assignment of suppliers must be carried out in compliance with the principles of transparency, traceability, free competition, nondiscrimination, equal treatment and rotation on the basis of objective criteria linked to competitive advantage, as well as the quality of the products and services in question. In this sense, employees and collaborators must: •

act in strict compliance with current legislation in the countries where IPE operates, and with the internal procedures relating to the selection and management of relationships with suppliers;

•

apply objective and transparent evaluation criteria in the selection of any supplier companies in possession of the required qualifications;

•

obtain the cooperation of suppliers in ensuring the satisfaction of customer needs in terms of quality, cost and delivery times;

•

act in conformity and compliance with applicable legal provisions and contractual conditions in supply and procurement relationships;

•

base their practices on the principles of honesty and good faith in correspondence and dialogue with suppliers, in line with the most rigorous commercial practices.

The need to pursue maximum competitive advantage for IPE must, however, always ensure the application, on the part of its suppliers, of operational solutions in line with current legislation and, more generally, with the principles of protection of people, workers, their health and safety and that of the environment. Should a supplier, while carrying out activities for IPE, adopt behavior that is not in line with the principles contained in this Code of Ethics, appropriate measures will be taken, such as – in the most serious cases – the termination of existing contracts, as well as the exclusion from further opportunities for collaboration.

RELATIONSHIPS WITH POLITICAL AND TRADE ORGANIZATIONS IPE does not make contributions of any kind, directly or indirectly, to political parties, movements, committees and political and trade union organizations, or to their representatives or candidates, both in Italy and abroad, with the exception of contributions permitted in the countries where IPE operates, on the basis of specific regulatory provisions. Such contributions must be made strictly in accordance with the current laws and provisions, and they must be suitably documented.

RELATIONS WITH CHANNELS OF INFORMATION Relations between IPE and the mass media in general are handled exclusively by the corporate departments delegated for this purpose. Therefore employees cannot provide information to representatives of the mass media without authorization of the delegated staff. In any case, information and communications relating to the company and intended for external distribution must be accurate, truthful, complete, transparent and homogeneous in content. The participation of employees, in the name or on behalf of the company, in committees and associations of all kinds, be they professional, scientific or cultural in nature, must be duly authorized by the company, in compliance with internal procedures. Employees invited to participate, in the name of or on behalf of the company, in conferences, congresses, conventions or seminars, or to write articles, essays or publications in general, are required to obtain prior authorization from the delegated corporate offices regarding texts, reports and any other documents prepared for this purpose.

FINANCIAL INFORMATION IPE, in order to guarantee truthful and correct information on its economic, equity and financial situation, ensures truthfulness, accuracy, traceability, completeness and clarity of the information provided, and full compliance with applicable laws and regulations, on the basis of corporate procedures aimed at accurate accounting and preparation of financial statements or other corporate communications required by law and addressed to shareholders and third parties. The financial communications of IPE not only comply with regulatory provisions, but are also marked by understandable language, timeliness, completeness and symmetry of information released for external use. Accounting control and transparency The recipients of this Code, in keeping with their specific roles, functions and responsibilities, must be committed to ensuring that all information regarding the operations of IPE is correct and truthful in terms of accounting, on the basis of the following principles: •

administrative correctness;

•

completeness and transparency of information;

•

legitimacy in legal and substantial terms;

•

clarity and truthfulness of accounting records in compliance with current legislation and corporate procedures;

•

traceability of information and accounting records.

IPE requires that operations or transactions carried out in the course of all its activities be correctly and promptly recorded in the accounting system, in keeping with criteria dictated by law and on the basis of the applicable accounting principles, so that each operation or transaction is authorized, consistent, legitimate, verifiable and supported by suitable and complete documentation certifying the activities themselves. 27

Documents certifying the accounting records must permit rapid reconstruction of each individual operation, the identification of any errors as well as the degree of responsibility within the individual operative process. The recipients of this Code, in keeping with their roles, functions and responsibilities, must control the accuracy and truthfulness of accounting records and make possible errors, omissions and/or falsifications known to the appointed offices in charge of this information.

ANTI-MONEY LAUNDERING IPE complies with all laws and provisions, both national and international, on the subject of anti-money laundering, and requires the recipients of this Code to refrain from carrying out any operation that may contribute to the transfer, replacement, or use of illicit income, or that may in any way hinder the identification of money, goods or other assets of illegal origin. Before establishing relationships or entering into contracts with collaborators or third parties, the company conducts the necessary investigations aimed at ensuring the reputation and good name of the counterparty, and undertakes to comply with all national and international regulations and provisions against money laundering. No cash payments are permitted (except for petty cash), nor are payments made with non-traceable methods acceptable, including payments on numbered accounts and in any case undue donations of money to persons other than the entitled party.

“NON-PROFIT” INITIATIVES IPE encourages “non-profit” activities, with the aim of demonstrating its commitment to take action for the fulfillment of widespread interests and praiseworthy initiatives, in ethical, legal and social terms, of the communities in which the company operates. Employees, compatibly with their functions, are urged to actively participate in the formulation and implementation of the individual initiatives undertaken by the company, in compliance with the company’s policies of intervention, and to do so in keeping with strict criteria of transparency and honesty. In accordance with the company’s principles, contributions can therefore be made to non-profit associations with regular statutes and articles of incorporation that are of high cultural or beneficial value. Sponsorships, which may address initiatives of a social nature, related to sports, entertainment, art and culture, are extended only for events that offer a guarantee of outstanding value, already evaluated and authorized by the competent bodies. In any case, when choosing the proposals to support, IPE pays close attention to any possible conflict of interest of a personal and/or corporate nature.

CONFLICT OF INTEREST In the course of their duties, employees and collaborators must refrain from carrying out activities that are not in the interest of the company. With reference to the Sole Director and the members of the Board of Directors of the company, with regard to the interests of the Directors, the provisions of law and/or regulations are applied, including cases in which these Directors are employees of the company. Employees and collaborators – also outside working hours and the workplace – must avoid all activities that are in conflict with the interests of IPE, or that may interfere with their ability to make decisions in the exclusive interest of the company, and for which there may be clear reasons of expediency. In the event that a situation of conflict of interest occurs, employees and collaborators must promptly notify the appropriate offices and refrain from taking part in any activity related to the situation that is the source of the conflict. By way of example, the following is a partial list of situations that may constitute a conflict of interest, and as such must be reported to the company: •

the involvement – open or concealed - of employees or their family members in the activities of suppliers, customers, competitors;

•

the exploitation of one’s functional position for the achievement of personal interests in conflict with those of the company;

•

the use of information acquired in the course of work activities for one’s own benefit or that of third parties, and in any case in contrast with the interests of the company;

•

the conduct of work activities of any kind (labor or intellectual activities) for customers, suppliers, competitors and/or third parties, conflicting with the interests of the company;

•

the conclusion, completion or initiation of negotiations and/or contracts referable to the company, where the counterparties are family members or partners of the employee, or legal persons of

which the employee is an owner or in which the employee in any case holds interests.

Conflict of interest of third parties IPE requires the recipients of this Code, in the context of relations with them, to strictly observe the laws and regulations governing conflict of interest. The recipients, in the course of their work and/or their position or function, must pursue the objectives and general interests of IPE and must therefore refrain from activities, behaviors and acts that are in any case incompatible with the obligations connected to their relationship with IPE. Recipients must inform the company without delay, taking into account the circumstances and communication methods utilized within their organizations, regarding situations or activities in which they could – directly or on behalf of third parties – hold interests (even if only potentially) in conflict with those of IPE. For identification of cases of conflict of interest, please refer to what has already been illustrated above. The recipients of this Code must respect the decisions made in this regard by IPE. Conflict of interest in relations with the Public Administration Conflict of interest may take the form of the existence of relationships of proximity and/or familiarity with representatives of the Public Administration, also from previous employment in relation to organizations or agencies belonging to or controlled by the Public Administration. In such circumstances, recipients of this Code are obliged to promptly report the existence of such circumstances, allowing IPE to assess the actual existence of situations of conflict and to make the appropriate decisions. The recipients of this Code must respect the decisions made in this regard by IPE. 31

PRINCIPLES OF CONDUCT FOR THE PROTECTION OF INDUSTRY, TRADE AND INTELLECTUAL PROPERTY IPE is aware of the importance of intellectual and industrial property, and therefore respects and protects its content in any form, belonging to the company or to others, including copyrights, patents, trademarks, etc. In this regard, the recipients of this Code are forbidden to: •

utilize in any capacity, or make publicly available – without having the right to do so – a protected intellectual work, or any part of it, for any purpose and in any form;

•

utilize for any reason equipment, products or components, or to provide services, that have the purpose of evading technological measures aimed at protection of intellectual property;

•

utilize the corporate secrets of others;

•

illegally reproduce, imitate or tamper with trademarks, logos, patents, industrial designs or models belonging to third parties;

•

make use, in an industrial and/or commercial context, of trademarks, logos, distinctive features, industrial designs or models counterfeited by third parties.

Safeguarding of competition IPE acknowledges that fair, free and honest competition is a decisive factor for market growth and for constant improvement of the company. Therefore IPE refrains from activities aimed at facilitating business interactions for its own unfair advantage, in violation of current legislation.

USE OF COMPANY GOODS, SERVICES AND MATERIALS All employees and collaborators must safeguard IPE’s corporate assets. In particular, all employees and collaborators are held responsible for the protection of assets and resources of the company entrusted to them, and must diligently protect said assets (for example, from theft, loss, damage, illicit or inappropriate use), through responsible behavior in line with the corporate provisions set up to regulate their use. Special care is required in the use of IT and telematic systems (e.g. hardware resources, internet and intranet networks, corporate e-mail, remote access systems, etc.), which all employees are required to use in the course of their professional activities, in full compliance with current regulations and the instructions contained in specific corporate procedures. The foregoing also applies to other categories of recipients of this Code, to the extent that they may be concretely involved in safeguarding the company’s assets, if they are permitted to use corporate assets, goods, services, materials or resources in the course of their work.

Principles of conduct in data processing Data processing tools are a fundamental resource to implement the pursuit of innovation and excellence, in terms of the quality of products and customer services. Regarding the use of data processing systems, of the company or of third parties, and the use of social networks, it is expressly forbidden to: •

falsify IT documents and records;

•

illegally enter a computer or telematic system protected by security measures, or to operate within the system itself against the express or implicit will of those who have the right to enforce exclusion from it;

•

intercept, prevent or interrupt computer or telematic communications;

•

damage data processing and communication systems and programs also utilized by the Public Administration.

PRINCIPLES REGARDING HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION IPE’s activities are based on criteria of prevention and protection dictated by international standards, and by the laws and regulations of the countries in which the company operates. The operational management of industrial activities must be based, in compliance with current legislation on prevention and protection in the workplace, on the most appropriate environmental protection and energy efficiency criteria, in order to reduce environmental impact. IPE acknowledges the central importance of health and safety in the workplace, understood as fundamental rights of workers, in the implementation of all business activities. Therefore the company makes a commitment to pursue continuous improvement of performance in the field of prevention and protection in the workplace. IPE has organized an Occupational Health and Safety Management System in its workplaces, based on the international BS OHSAS 18001:2007 standard, with the aim of optimizing all corporate processes associated with issues of health and safety of workers in the company’s facilities, in full compliance with current legislation, technical regulations and tenets of best practices. IPE has put in place suitable management and planning criteria to foster the achievement of objectives of sustainability. These criteria make it possible to formulate environmental improvement programs, enabling employees to make their activities more sustainable, as well as to prevent and manage risks and emergency situations, to systematically monitor progress towards said objectives, and to transparently communicate environmental performance to all interested third parties.

For further information or clarification: IPE SRL – Via Mattei 1 | Zola Predosa (BO) Operational Management Dott. Andrea Stignani andrea.stignani@ipe.it For communication and reporting: IPE SRL – Via Mattei 1 | Zola Predosa (BO)

Office of Compliance and Ethics Oversight odv@ipe.it