CODE OF ETHICS

1. WHY A CODE OF ETHICS?

Welcome to our Code of Ethics (hereinafter, the “Code”).

At Icel Sistemi Elettrici S.r.l., we consider it of primary importance to define a shared system of values that guides the Company’s activities and is set out in this document.

Our Code, therefore, as an integral part of the Organisation, Management and Control Model adopted pursuant to Italian Legislative Decree No. 231/2001 of 8 June 2001 (hereinafter also the “Model”), sets out the ethical commitments and responsibilities in the conduct of the business activities of Icel Sistemi Elettrici S.r.l., with which the Recipients must comply, and represents a logical expression of the 231 Protocols.

The Code, like the entire system of internal rules, aims to achieve the Company’s objective: to ensure the best desirable future, a future that is possible and sustainable.

The Code of Ethics therefore provides guidance for all the activities of Icel Sistemi Elettrici S.r.l. and explains how to uphold the principles and values that drive the Company, foremost among them integrity, honesty, transparency and sustainability.

The Sole Director

Dr Giuseppe Guglielmo

2. SCOPE OF APPLICATION

This Code of Ethics applies to Icel Sistemi Elettrici S.r.l. (hereinafter also simply “ICEL” or the “Company”) and, in particular, to the Sole Director, employees and all those who, in any capacity, work with or contribute to the business, without exception, including associates and consultants (hereinafter referred to as the “Recipients”).

Specifically, the following are required to comply with the Code of Ethics:

• -ICEL’s corporate bodies and shareholders, with or without operational, management and/or control functions, who must ensure that all decisions and actions comply with the Code of Ethics, disseminating knowledge of it and encouraging employees and external associates who work with and/or on behalf of the Company to embrace it;
• -employees, irrespective of the type and nature of their contractual relationship;
• -external associates, such as agents, business partners, consultants and suppliers of goods and services, who must be properly informed of the rules of conduct contained in the Code and must align their conduct with these principles throughout the duration of their contractual relationship with ICEL.

3. DISSEMINATION AND UPDATING

ICEL undertakes to ensure the dissemination of the Code of Ethics, both internally and externally.

ICEL undertakes to provide a programme of ongoing training and awareness-raising on the Code of Ethics and carries out all necessary checks on compliance with it, establishing appropriate prevention and control tools, monitoring all information concerning possible violations and applying appropriate sanctions where such violations are established.

Lastly, it ensures that no one may suffer retaliation of any kind for providing information on possible violations of the Code of Ethics and guarantees the right to confidentiality of the reporting person’s identity.

Employees, within their specific areas of responsibility, must inform third parties about the contents of the Code and the obligations with which each person must comply, and report any violation of the requirements set out in the Code to their superiors or to the body responsible for supervision, duly appointed by ICEL pursuant to Italian Legislative Decree No. 231/2001, requesting clarification and explanations where necessary.

4. GENERAL ETHICAL PRINCIPLES

In carrying out its business activities, ICEL refers to ethical principles drawn from a body of individual and corporate values consolidated over time.

These values must guide the conduct of everyone who, at different levels of responsibility, contributes through their actions to the Company’s overall activities, including consultants and external associates.

The principles that guide the organisation are:

• -moral integrity, honesty, fairness and conflicts of interest;
• -respect for personal dignity and a commitment to developing professional skills;
• -transparency;
• -confidentiality;
• -protection of health, safety and the environment;

and, in general, the rejection of any conduct which, although aimed at achieving an outcome consistent with ICEL’s interests, includes aspects incompatible with an organisational and management model characterised by absolute compliance with the law and with the rules of conduct and procedures in force within the Company.

4.1 Moral integrity, honesty, fairness and conflicts of interest

All Recipients must conduct themselves in accordance with the principles of moral integrity, honesty and fairness in pursuing the Company’s objectives and in all dealings with persons and organisations inside and outside the Company, without pursuing personal interests that conflict with those of ICEL and with the ethical principles set out in this Code.

The Company undertakes to comply with all applicable legislation.

Under no circumstances may the pursuit of the Company’s interests justify actions that do not conform to lawful and honest conduct.

4.2 Respect for personal dignity and a commitment to developing professional skills

The Company guarantees and requires respect for fundamental human rights, protecting everyone’s dignity in all types of internal and external relationships.

No form of discriminatory conduct is permitted or tolerated on grounds of political, trade union or religious opinions, ethnic origin, nationality, age, sex or sexual orientation, state of health or, in general, any personal characteristic.

To this end, ICEL combats all forms of intimidation, hostility, isolation, undue interference or influence, and sexual harassment.

ICEL recognises that human resources are a fundamental and indispensable factor in the development of the business; for this reason, the Company recognises the central importance of the people who work within its organisation, including consultants and external associates, and safeguards the professional growth and development of each of them, so as to enhance their collective skills.

4.3 Transparency of operations and unfair competition

The principle of transparency entails truthful, accurate and complete information, both within and outside ICEL.

This principle extends to all methods of transmitting information, including information conveyed through ICEL’s website.

The Company conducts its activities with respect for competition, recognising its value and the need for it to be guided by principles of fairness and fair competition with other market operators, with a commitment not to unduly damage the image of competitors and their products.

In particular, ICEL requires all Recipients to refrain from participating, either personally or through third parties, in initiatives or contacts between competitors that may appear to breach the rules protecting competition and the market.

4.4 Transparency in accounting

In maintaining documentation and accounting records, ICEL complies with the principles of truthfulness, correctness, clarity and completeness of information set out in this Code.

In particular, all internal or external personnel involved in this process must:

• -present business events in a complete, transparent, truthful, accurate and timely manner, including to facilitate the accounting process as a whole and in compliance with the prescribed procedures;
• -record every business operation and financial transaction correctly and without omission;
• -retain appropriate documentation of every operation and transaction in suitable paper and/or electronic form, so that checks can readily be carried out at any time to establish the characteristics of and reasons for the operation and identify who authorised, carried out, recorded and checked it;
• -file this documentation logically and systematically so that it can be easily retrieved.

All internal or external personnel involved in this process must provide clear and complete information, ensure the accuracy of the processing and data, and report any conflicts of interest.

Recipients who become directly aware of omissions, falsifications or negligence concerning the keeping of accounts or the operations on which accounting entries are based must report the facts to the Supervisory Body.

4.5 Confidentiality

In compliance with applicable personal data protection legislation, ICEL undertakes to protect the privacy of the Recipients and of everyone who comes into contact with the Company.

To this end, it ensures the confidentiality of information in its possession and refrains from seeking confidential data, except where expressly and knowingly authorised in accordance with applicable law.

The Recipients of this Code therefore undertake to ensure the confidentiality of information that has come to their knowledge during operations carried out on behalf of the Company, not to use it for purposes unconnected with the performance of their activities, and to process it in accordance with the authorisations received and the established company procedures.

4.6 Protection of health, safety and the environment

Recognising that protecting the local area and surrounding environment is a primary condition for achieving its development objectives, ICEL undertakes to ensure that its activities are carried out with absolute respect for the health and safety of employees and third parties, adopting the most appropriate measures to avoid, reduce and/or manage the risks associated with its business activities, and with respect for the environment in its broadest sense.

The Company pays equal attention to the health and safety of its employees. To this end, ICEL undertakes to operate by i) organising work to suit the individual (workstations, choice of equipment, etc.); ii) adequately planning prevention; iii) providing appropriate instructions to personnel.

For all the reasons set out above, the Company has obtained certification to the international standards UNI ISO 45001:2018 and UNI EN ISO 14001:2015.

5. BUSINESS MANAGEMENT AND RULES OF CONDUCT

5.1 Rules of conduct

In accordance with the Confindustria guidelines, ICEL defines the rules of conduct to which all persons required to comply with the Code of Ethics must refer when carrying out their activities.

Unlawful conduct: in keeping with the values of honesty and transparency, ICEL undertakes to implement all measures necessary to prevent and avoid unlawful acts. In particular, it prohibits payments of money or other forms of bribery to private parties or Italian or foreign public officials and/or their family members for the purpose of influencing independent judgement or securing direct or indirect advantages for the Company itself.

Terrorism: ICEL undertakes not to provide funds, directly or indirectly, to persons who promote, establish or lead associations, or who intend to commit terrorist offences or acts of violence aimed at subverting the democratic order.

Organised crime: ICEL firmly condemns and combats all forms of organised crime, including Mafia-type crime, using every means at its disposal. The Company pays particular attention to verifying that all business counterparties meet the required standards of good repute and reliability.

Prevention of receiving stolen goods, money laundering or the use of money and assets of unlawful origin, and self-laundering: ICEL undertakes not to accept any requests that could give rise to suspicion of an attempt to legitimise proceeds from unlawful activities, checking incoming and outgoing payments. In particular, the following actions are prohibited:

• •carrying out accounting operations that are not fully traceable, in breach of the accounting procedures established by the Company;
• •carrying out financial and/or commercial transactions with counterparties that use opaque corporate structures and/or prevent the unambiguous identification of their corporate structure (ownership) and/or the actual beneficiaries of the transaction; purchasing, receiving or using in ICEL’s activities assets that may be presumed to derive from any unlawful activity.

Conflicts of interest: personnel must not carry out transactions that give rise to an actual or potential conflict of interest with the Company.

Employees must also refrain from any attempt to benefit personally or secure business opportunities of which they have become aware in the course of performing their duties.

Should a conflict of interest arise, even potentially, the employee must inform their direct manager, who must in turn inform management so that its actual existence can be assessed.

Gifts, gratuities and benefits: ICEL establishes a procedure setting out the criteria and methods for giving and receiving gifts and gratuities.

No form of donation is permitted that exceeds normal commercial or courtesy practices or is in any way intended to obtain favourable treatment.

Gifts of modest value are permitted, provided that an impartial observer could not interpret them as intended to obtain improper advantages or as compromising the integrity and/or reputation of either party, and that they are incapable of influencing the counterparty’s decision-making autonomy, independent judgement and impartiality.

Where representatives of the Company receive or give gifts, the only permitted gifts are those of modest value (meaning goods of limited commercial or symbolic value) and those of limited value intended to promote charitable or cultural initiatives or ICEL’s image.

Anyone who receives unauthorised gifts, gratuities or benefits must inform the Supervisory Body, which, in accordance with the established procedures, will ensure that the third party is informed of the Company’s position on the matter.

Accounting and administrative management: accounting documentation must record the operations carried out precisely, correctly and specifically. All operations must be authorised and carried out in accordance with the instructions issued by management, and must be recorded in a manner that enables the financial statements to be properly prepared.

For all persons (employees and/or consultants) who, in any capacity, including solely as providers of data, are involved in preparing the financial statements and similar documents, or in any event documents representing ICEL’s economic, equity or financial position, and, in particular, for the Sole Director, the control bodies and those holding senior management positions within the Company:

• -there is an obligation to provide the fullest cooperation on the specific matters concerned; to ensure the completeness and clarity of the information provided, and the accuracy of the data and processing;
• -it is prohibited to present untrue facts, even where subject to valuation, or to omit information or conceal data in direct or indirect breach of legal principles and internal procedural rules, in such a way as to mislead the recipients of the above-mentioned documents.

The Company’s accounting records and books must be kept in accordance with applicable legislation.

Cash management: it is prohibited to counterfeit, possess, spend or otherwise circulate counterfeit or altered banknotes, coins, public credit instruments or revenue stamps. Anyone receiving banknotes, coins or public credit instruments suspected of being counterfeit or stolen must inform their direct manager, so that the appropriate report can be made to the authorities.

Use of IT systems: IT and telecommunications tools used by employees and associates must be used in compliance with the relevant applicable legislation and internal procedures.

Information management: information acquired in the course of work must remain strictly confidential and may be used, communicated or disclosed only in compliance with applicable legislation and company procedures.

Protection of industrial and intellectual property rights: ICEL acts in full respect of industrial and intellectual property rights lawfully held by third parties and of applicable legislation.

In this regard, all recipients must respect third parties’ lawful industrial and intellectual property rights and refrain from unauthorised use of those rights, recognising that their infringement may have adverse consequences for the Company.

In particular, in carrying out their activities, personnel must refrain from any conduct that may constitute the unlawful appropriation of industrial property rights, the alteration or counterfeiting of distinctive signs of industrial products, trade marks and patents, or industrial designs or models, whether domestic or foreign, and must refrain from importing, marketing, using or otherwise circulating industrial products bearing counterfeit or altered distinctive signs or made through the unlawful appropriation of industrial property rights.

Protection of the market and free competition: ICEL undertakes to conduct its business in accordance with the principle of an enterprise operating in a free market. Any anti-competitive activity aimed at obtaining an outcome different from that which would otherwise have resulted from the normal functioning of the market, and at setting predatory prices, is prohibited.

Protection of company assets: employees and consultants, within the limits laid down by contract, must protect the company assets assigned to them and prevent their fraudulent or improper use, acting responsibly and in accordance with the rules governing the use of the assets at their disposal.

Protection of health and safety: ICEL undertakes to disseminate and consolidate a culture of safety and prevention, developing awareness of risks and knowledge of and compliance with applicable prevention and protection legislation, promoting and requiring responsible behaviour by all employees and associates, where specifically authorised and permitted, within their respective areas of responsibility, and working to preserve and improve working conditions and workers’ health and safety, particularly through preventive action.

Environmental protection: ICEL undertakes to strike a balance between economic initiatives and essential environmental needs, in compliance with applicable legislation. The Company promotes a culture of environmental protection and ensures that all personnel are made aware of their responsibilities, the specific risks associated with the Company and the resulting general principles of conduct and specific control measures.

5.2 Rules of conduct in relations with personnel

5.2.1 Personnel selection

The search for and selection of personnel must be based on criteria of objectivity and transparency, matching candidates’ profiles to the Company’s needs and requirements, ensuring equal opportunities and avoiding any form of favouritism.

5.2.2 Establishment of the employment relationship

At ICEL, recruitment takes place under a proper employment contract in full compliance with the law and collective bargaining agreements, helping the worker settle into the workplace and tolerating no form of irregular or undeclared work.

Upon recruitment, employees must receive precise information concerning:

• -the characteristics of the department to which they belong, the responsibilities of their role and the duties they are required to perform;
• -the regulatory and remuneration provisions, as governed by the applicable national collective agreement;
• -the rules and procedures to be followed in order to avoid conduct that contravenes the law or company policies.

5.2.3 Management and appraisal of employees

The Company ensures that personnel’s performance is consistent with their duties and work organisation plans. ICEL guarantees all personnel, under equal conditions, the same opportunities for improvement and professional growth, avoiding all forms of discrimination as set out in the general principles of this Code.

In the course of their work, personnel are involved in opportunities to participate in and discuss decisions that contribute to achieving the Company’s objectives.

Personnel who believe that they have been the victim of discrimination or another violation may report the incident to the Supervisory Body.

Any act of retaliation against anyone making such reports is prohibited.

5.2.4 Workers’ rights

a. Protection of health and safety

ICEL undertakes to provide and maintain safe and healthy working environments in compliance with applicable accident-prevention legislation, and to disseminate and consolidate a culture of health and safety at work, developing awareness of risks and promoting responsible behaviour by all associates.

To this end, the Company implements technical and organisational measures through the introduction of an integrated risk management system, the monitoring and updating of that system, and training and communication initiatives.

b. Protection of privacy

The Company complies with the requirements concerning the confidentiality of personal data laid down in Italian Legislative Decree No. 196/2003 (“Personal Data Protection Code”) and European Regulation No. 2016/679 on the protection of personal data – GDPR – and subsequent amendments, additions and implementing regulations.

c. Protection of the individual

The Company undertakes to protect the moral integrity of its employees, consultants and associates, guaranteeing the right to working conditions that respect personal dignity.

For this reason, ICEL does not accept the commission of any act of physical, psychological or sexual violence, or any discriminatory conduct or other conduct harmful to the individual, their beliefs or their preferences.

Anyone who believes they have been subjected to harassment or discrimination on grounds of age, sex, sexual orientation, race, state of health, nationality, political opinions or religious beliefs may report the incident to the Supervisory Body.

5.2.5 Workers’ duties

Every employee must act lawfully and in good faith, complying with the obligations entered into under their employment contract and with company rules, including this Code of Ethics.

Personnel must also comply with the principles and rules of conduct set out above.

Employees must report to the Supervisory Body any violation of the Code of Ethics by colleagues, associates or consultants of which they become aware.

5.3 Relations with customers

In its dealings with customers, ICEL adheres to the principles of transparency, professionalism, efficiency and fairness, in order to provide an impeccable service that maximises customer satisfaction and to protect the Company’s image and reputation.

To this end, contractual information provided to the customer must be comprehensive as to the subject matter, price and delivery arrangements of the services offered, enabling the customer to make a free and informed choice.

The Company undertakes always to respond to suggestions and complaints from customers and associations that protect their interests, using appropriate and timely communication systems.

Advertising material must not contain untrue or misleading content.

Recipients who become aware of violations, omissions, falsifications or negligence by intermediaries, or by any of their associates, in the course of business dealings must report the facts to the Supervisory Body.

5.4 Relations with external consultants

The processes for selecting and choosing consultants and external associates are guided by the principles of legality, fairness and transparency, as well as all the other principles set out in this Code.

Contracts with consultants and associates must include an obligation to comply with this Code and with the Organisation Model pursuant to Italian Legislative Decree No. 231/2001 that apply to any activities involving a risk of offences for which they are responsible on behalf of the Company.

Consultants and associates must comply with the principles and provisions of this Code and the Organisation Model; violation of these constitutes just cause for termination of their working relationship.

Recipients who become aware of violations, omissions, falsifications or negligence by intermediaries, or by any of their associates, in the course of business dealings must report the facts to the Supervisory Body.

5.5 Relations with suppliers

The processes for selecting and choosing suppliers are guided by the principles of legality, fairness and transparency, as well as all the other principles set out in this Code. Violation of these principles constitutes just cause for termination of relations with suppliers.

The choice of supplier must be based on objective and impartial criteria in terms of quality, level of innovation, cost and any additional services. The principles relating to customer relations are also expressly referred to for the management of relations with suppliers.

Recipients of this Code may not accept or acknowledge gifts, presents or donations from suppliers unless they are of modest value and directly attributable to normal courtesy relationships.

If Recipients receive offers of benefits from a supplier in order to favour its activities, they must immediately suspend the relationship and inform the Supervisory Body.

5.6 External relations and relations with other stakeholders

The rules of this Code apply, insofar as they are compatible, to external relations and relations with other stakeholders.

ICEL does not make direct or indirect contributions to finance political parties, movements or committees, or their representatives or candidates, except where required by specific applicable legislation.

The Company also does not fund associations or sponsor events or conferences whose purpose is political propaganda.

ICEL may grant contributions and donations to organisations or persons pursuing social, moral, scientific, sporting and cultural purposes.

5.7 Relations with the Public Administration

For the purposes of this Code, Public Administration (hereinafter “P.A.”) means any public body, as well as any independent administrative agency or natural or legal person acting as a public official or person entrusted with a public service, or as a member or official of any body of the European Community or of a foreign State.

The definition also includes private entities that, for overriding political or economic reasons, perform a public function safeguarding the protection of general interests, including the bodies managing regulated markets.

In dealings with the P.A., Recipients promote relationships that respect the ethical principles set out in this Code, with particular reference to the principles of independence and transparency.

Relations with public administration officials are restricted to the designated and duly authorised company functions, in strict compliance with statutory and regulatory provisions, and must in no way compromise the Company’s integrity and reputation.

No form of financial or other support by the Company is permitted for any public organisation, or for persons representing it, or for their family members or cohabitants.

This prohibition extends to all ICEL personnel, who are prohibited from promising or providing favours or economic benefits of any kind to further the Company’s interests.

These requirements must not be circumvented by using other forms of contribution which, in the guise of sponsorships, appointments, consultancy services, advertising, etc., pursue the same unlawful purposes referred to above.

Acts of courtesy, such as gifts or gratuities, are permitted provided that they are of modest value and may be regarded as customary under business practices, and in any event do not compromise ICEL’s integrity and reputation or influence the recipient’s independent judgement.

If Recipients receive requests or offers of benefits from public officials, they must immediately suspend the relationship and report the matter to the Supervisory Body.

6. SANCTIONS SYSTEM

Compliance with the principles and rules of conduct contained in this Code must be regarded as an integral part of the contractual obligations applicable to corporate bodies, shareholders, employees, consultants and external associates.

Any violation of the Code constitutes a breach of the obligations arising from the employment relationship and/or a disciplinary offence.

For the applicable sanctions and the procedures for establishing violations and applying sanctions, reference should be made to the provisions of the Disciplinary System contained in the Organisation Model.

7. FINAL PROVISIONS

This Code of Ethics was approved by ICEL on 14 November 2024.

Any subsequent amendments will be approved by the Sole Director and promptly communicated to the other persons concerned.

This Code of Ethics is brought to the attention of everyone, whether an employee or otherwise, who comes into contact with the Company in any capacity, through dedicated training and information programmes in accordance with the rules established by the Organisation, Management and Control Model, of which the Code of Ethics forms an integral part.

The Supervisory Body, established pursuant to Italian Legislative Decree No. 231/2001 and assured the necessary guarantees of impartiality and independence, also performs its duties in relation to the Code of Ethics. In particular, it must:

• -ensure that the Code is disseminated and understood, providing the persons concerned with all requested clarification and explanations, including those relating to the lawfulness of specific behaviour or conduct;
• -verify the application of and compliance with the Code through continuous monitoring, in order to prevent the commission of the offences provided for in Italian Legislative Decree No. 231/2001;
• -receive and analyse reports concerning violations of the Code from all persons concerned;
• -identify any need to revise the Code by proposing adaptations and updates.

Compliance with the rules of conduct contained in the Code of Ethics forms an integral part of the contractual obligations applicable to all Recipients.