ORGANISATION, MANAGEMENT AND CONTROL MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE NO. 231 OF 8 JUNE 2001

Definitions

ICEL Sistemi Elettrici or ICEL or Company: refers to the company Icel Sistemi Elettrici S.r.l.

Sensitive Activities: the business activities and processes within which a risk of committing the offences provided for in Italian Legislative Decree No. 231/2001 may, in principle, arise.

CCNL: the National Collective Labour Agreement for the employees concerned.

Code of Ethics: the internal code of conduct prepared and approved by ICEL’s Sole Director, containing the set of ethical principles of conduct to be observed by persons acting for the Company and by companies with which ICEL has commercial relationships, including in relation to activities that may constitute the offences provided for in Italian Legislative Decree No. 231/2001.

Collaborators: persons who provide services to the Company on an ongoing basis, in coordination with it, without an employment relationship, including project-based collaborators or those engaged under a fixed-term contract, and interns.

Sole Director: ICEL’s Sole Director.

Consultants: persons who act in the name and/or on behalf of the Company under a mandate agreement or another contractual relationship concerning the provision of professional services.

Business Counterparties or Partners: the counterparties with which the Company enters into any form of cooperation governed by contract (e.g. distributors, agents, professionals, consultancy firms in general, …).

Decree or Italian Legislative Decree No. 231/2001: Italian Legislative Decree No. 231 of 8 June 2001, as subsequently amended and supplemented.

Recipients: Senior Management, Subordinate Persons and Third Parties to whom the provisions of the Organisation, Management and Control Model apply.

Entity or Entities: legal persons subject to administrative liability arising from criminal offences under the Decree.

Suppliers: the Company’s suppliers of goods and non-professional services who do not fall within the definition of Partners.

Information Flows: periodic or ad hoc communications sent to the Supervisory Body by each Recipient of the Model, and by the Supervisory Body to the Administrative Body.

Corporate Functions: ICEL’s individual organisational units responsible for managing and performing the Company’s activities.

ICareX or Parent Company: refers to the company Icarex S.r.l., which holds the entire share capital of ICEL and exercises control over it.

Confindustria Guidelines: the Guidelines adopted by Confindustria on 7 March 2002 (and subsequent updates) for the preparation of organisation, management and control models pursuant to Article 6, third paragraph, of Italian Legislative Decree No. 231/2001.

Model or Document: this organisation, management and control model, prepared, adopted and implemented pursuant to Italian Legislative Decree No. 231/2001, including the Code of Ethics and any procedure, protocol, policy and/or regulation, internal guideline, service order, as well as the system of delegated authorities and powers, etc., referred to herein.

OdV: the internal supervisory body, comprising a single member or several members, responsible for supervising the operation of and compliance with the Model adopted by the Company.

Administrative Body: the Company’s Sole Director or any other management system that the Company may adopt.

General Part: the introductory part of the Document, which provides information to Senior Management and Subordinate Persons and sets out the principal requirements of the Decree, the principles on which the Company based the development of the Model, and the Sanctions System.

Special Part: the part of the Model containing a description of the Company’s Sensitive Activities considered to be at risk of criminal offences, together with an indication of the corrective measures adopted to prevent the commission of those offences.

Public Administration or PA: the Public Administration and, in particular, public officials and persons entrusted with a public service (e.g. public service concession holders).

Procedures: the set of procedures, protocols, guidelines and operating instructions adopted by the Company, which constitute its internal regulatory system.

Predicate Offences or Offences: the offences to which the rules on administrative liability laid down in Italian Legislative Decree No. 231/2001 apply.

RSPP: the Company’s Head of the Prevention and Protection Service pursuant to Italian Legislative Decree No. 81/2008.

Sanctions System: the disciplinary system and the related sanctions mechanism to be applied in the event of a breach of the Model.

Senior Management: natural persons who hold senior positions (representation, administration or management of the Entity or one of its organisational units with financial and functional autonomy, or persons who exercise management and control in practice).

Subordinate Persons: natural persons subject to the direction or supervision of a member of Senior Management.

Third Parties: by way of example only and without limitation, suppliers, consultants, contractual counterparties and third parties in general who do not fall within the definition of Subordinate Persons, owing to the absence of an employment relationship.

Breach: the performance or omission of actions or conduct that do not comply with the law and the requirements contained in the Model itself, the Code of Ethics and the related Procedures, resulting in the commission of one of the offences provided for in Italian Legislative Decree No. 231/2001; the performance or omission of actions or conduct prescribed in the Model and the related Procedures, or required by law, that expose the Company even merely to a risk of the commission of one of the offences covered by Italian Legislative Decree No. 231/2001.

Introduction

Icel Sistemi Elettrici S.r.l.. (hereinafter also “ICEL” or “the Company”), with its registered office in Brescia (BS), founded in 1935 by the Lodrini family, is an established business in the design and manufacture of electrical command and control panels and in service activities such as revamping and retrofitting. The arrival of the new majority shareholder CEA in 2008 consolidated ICEL’s reputation for developing innovative, high-quality solutions, which have also been supplied for major industrial projects internationally. In 2022, ICEL became part of iCareX, a Venture Studio that integrates the development of new technologies, the launch of new business verticals and the strategic and industrial acquisition of established companies within an innovative model. With the support of iCareX, ICEL will continue to expand its know-how, offering its customers even more comprehensive and cutting-edge solutions. The Company’s mission is to provide innovative and reliable electromechanical engineering solutions for the industrial and service sectors, always bearing in mind its customers’ design requirements. Over the years, ICEL has maintained its commitment to excellence, constantly seeking to improve its products and services through continuous research and development focused on ensuring the highest quality. In this regard, it should be emphasised that, with a view to continuously improving the quality and performance of the products offered to its customers, the Company has implemented an Integrated Management System compliant with the international standards UNI EN ISO 9001:2015, UNI EN ISO 14001:2015 and UNI ISO 45001:2018, and has drawn up a Corporate Quality, Environmental and Safety Policy, the text of which is publicly available on the Company’s website at the URL https://icel.energy/wp-content/uploads/2023/11/01_PAQ9.3-M93- 001-Politica-QSA-ICEL_ITEN-r2.1.pdf. The Company, also mindful of the need to conduct its activities in compliance with the law, has adopted an Organisation, Management and Control Model (hereinafter also the “Model”) that complies with the requirements of Italian Legislative Decree No. 231/2001. This Model takes account of ICEL’s specific business circumstances and has been prepared to ensure that the risk of committing the predicate offences provided for in Italian Legislative Decree No. 231/2001 is contained, in the light of recent legislative updates and on the basis of recommendations from legal scholarship and case law. As explained below, in preparing the Model the Company drew on the Confindustria Guidelines issued on 7 March 2002, most recently updated in June 2021 and approved by the Ministry of Justice, as well as the most recent judicial decisions. The Model was adopted by the Company’s Sole Director.

1. Italian Legislative Decree No. 231 of 8 June 2001

1.1. The administrative liability regime applicable to Entities

Italian Legislative Decree No. 231 of 8 June 2001 (hereinafter also the “Decree” or Italian Legislative Decree No. 231/2001) introduced into the Italian legal system a regime of administrative liability arising from criminal offences for Entities (meaning companies, associations, consortia, etc.), as part of a wider legislative process to combat corruption and align the relevant national legislation with the international conventions signed by Italy (including the Brussels Convention of 26 July 1995 on the protection of the European Community’s financial interests, the Brussels Convention of 26 May 1997 on combating corruption involving public officials of both the European Community and the Member States, and the OECD Convention of 17 December 1997 on combating bribery of foreign public officials in international business transactions).

This liability, which is established in criminal proceedings in which the entity participates through its legal representative holding a special power of attorney, unless that representative is charged with the offence giving rise to the administrative offence, and which is additional to the (“criminal”) liability of the natural person who actually committed the offence, exists only where a person functionally connected to the entity within the meaning of Article 5, paragraph 1, of the Decree has committed one of the exhaustively specified offences (“predicate offences” or “offences”) under Articles 24 et seq. of the Decree, in the interest and to the advantage of the Entity itself.

Indeed, a Predicate Offence may be committed only by (i) persons who perform representative, administrative or management functions within the Entities themselves or one of their organisational units with financial and functional autonomy, or natural persons who exercise management and control over those Entities, including in practice (known as Senior Management or persons in senior positions), and (ii) persons subject to the direction or supervision of one of the persons indicated above (known as Subordinate Persons).

The range of offences relevant to the Decree has been extended over time and currently includes offences falling within the following categories:

• -offences in dealings with the Public Administration (such as, for example, bribery, misappropriation of public funds, undue receipt of public funds, fraud against the State, computer fraud against the State and undue inducement to give or promise benefits, interference with the freedom of public auctions, improper allocation of money or movable property, referred to in Articles 24 and 25 of Italian Legislative Decree No. 231/2001);
• -computer offences and unlawful data processing (such as, for example, computer fraud by electronic signature certifiers, unauthorised access to a computer or telematic system, unauthorised possession, distribution and installation of equipment and other means capable of intercepting, preventing or interrupting computer or telematic communications, unauthorised possession, distribution and installation of equipment, devices or computer programs intended to damage or interrupt a computer or telematic system, damage to computer or telematic systems, extortion, referred to in Article 24-bis of Italian Legislative Decree No. 231/2001);
• -organised crime offences (for example, mafia-type associations, including foreign associations, political-mafia electoral vote trading, kidnapping for ransom, referred to in Article 24-ter of Italian Legislative Decree No. 231/2001);
• -offences against public trust (such as, for example, counterfeiting of identification instruments or marks, referred to in Article 25-bis of Italian Legislative Decree No. 231/2001);
• -offences against industry and commerce (such as, for example, interference with the freedom of industry and commerce, unlawful competition using threats or violence, fraud against national industries, fraud in the conduct of trade, sale of industrial products bearing misleading marks, manufacture and sale of goods produced by infringing industrial property rights, referred to in Article 25-bis.1 of Italian Legislative Decree No. 231/2001);
• -corporate offences (such as, for example, false corporate communications, obstruction of controls, unlawful influence over shareholders’ meetings, private-sector bribery, referred to in Article 25-ter of Italian Legislative Decree No. 231/2001);
• -offences for the purposes of terrorism or subversion of the democratic order (referred to in Article 25-quater of Italian Legislative Decree No. 231/2001);
• -female genital mutilation practices (referred to in Article 25-quater.1 of Italian Legislative Decree No. 231/2001);
• -offences against the individual (such as, for example, human trafficking, placing or keeping a person in slavery or servitude, unlawful labour intermediation and exploitation, referred to in Article 25-quinquies of Italian Legislative Decree No. 231/2001);
• -market abuse offences (insider dealing or unlawful disclosure of inside information. Recommending or inducing others to engage in insider dealing; market manipulation, referred to in Article 25-sexies of Italian Legislative Decree No. 231/2001);
• -other market abuse offences (referred to in Article 187-quinquies of Italian Legislative Decree No. 58/1998, the Consolidated Law on Finance (TUF));
• -manslaughter and serious or very serious negligent personal injury, committed in breach of accident prevention and occupational hygiene and health protection rules (referred to in Article 25-septies of Italian Legislative Decree No. 231/2001);
• -offences of receiving stolen property, money laundering and the use of money, assets or benefits of unlawful origin, as well as self-laundering (referred to in Article 25-octies of Italian Legislative Decree No. 231/2001);
• -offences concerning non-cash payment instruments and fraudulent transfer of assets; other offences concerning non-cash payment instruments (Article 25-octies.1 and Article 25-octies.1, paragraph 2, of Italian Legislative Decree No. 231/2001);
• -copyright infringement offences (Article 25-novies of Italian Legislative Decree No. 231/2001);
• -the offence of inducing a person not to make statements, or to make false statements, to the Judicial Authority (Article 25-decies of Italian Legislative Decree No. 231/2001);
• -environmental offences (Article 25-undecies of Italian Legislative Decree No. 231/2001);
• -offences of employing third-country nationals whose stay is irregular (Article 25-duodecies of Italian Legislative Decree No. 231/2001);
• -racism and xenophobia (Article 25-terdecies of Italian Legislative Decree No. 231/2001);
• -offences of fraud in sporting competitions, unauthorised gaming or betting, and gambling conducted using prohibited devices (Article 25-quaterdecies of Italian Legislative Decree No. 231/2001);
• -tax offences (Article 25-quinquiesdecies of Italian Legislative Decree No. 231/2001);
• -smuggling offences (Article 25-sexiesdecies of Italian Legislative Decree No. 231/2001);
• -offences against cultural heritage, laundering of cultural property, and destruction and looting of cultural and landscape assets (Article 25-septiesdecies of Italian Legislative Decree No. 231/2001 and Article 25-duodevicies of Italian Legislative Decree No. 231/2001);
• -offences committed by entities operating in the virgin olive oil supply chain (including, for example, adulteration and counterfeiting of foodstuffs, sale of counterfeit or adulterated foodstuffs, sale of harmful foodstuffs, referred to in Article 12 of Law No. 9/2013);
• -transnational offences (such as, for example, criminal conspiracy and obstruction of justice offences, provided that those offences meet the requirement of “transnationality”, referred to in Law No. 146/2006);
• -failure to comply with disqualification sanctions (Article 23 of Italian Legislative Decree No. 231/2001).

1.2 Adoption of the Organisation, Management and Control Model as a condition for exemption from administrative liability

Article 6 of Italian Legislative Decree No. 231/2001 gives the Organisation, Management and Control Model adopted by the Entity an exempting effect.

Specifically, where an offence is committed by a member of Senior Management, administrative liability is excluded if the Entity demonstrates:

1. a)that, through its governing body, it adopted and effectively implemented organisation and management models capable of preventing Offences of the kind that occurred, before the act was committed;
2. b)that it entrusted an internal body, vested with independent powers of initiative and control, with supervising the operation of and compliance with the models, and ensuring that they are kept up to date;
3. c)that the persons who committed the offence acted by fraudulently circumventing those organisation and management models;
4. d)that there was no failure to supervise or insufficient supervision by the body referred to in point b) above.

In particular, where the offence was committed by persons in senior management positions, there is a presumption of culpability on the part of the entity. Consequently, in order to benefit from the above exemption, the Company must prove its non-involvement in the acts by demonstrating that all the elements listed above are present and, therefore, that the offence did not result from its own “organisational fault”.

Where, instead, an offence is committed by persons subject to the direction or supervision of a person in a senior management position, the Entity is liable only if the commission of the Offence was made possible by a breach of the duties of direction or supervision that the Company is required to observe. For the entity to be held liable for the offence, the prosecution must therefore prove the failure to adopt and effectively implement an Organisation, Management and Control Model capable of preventing offences of the same nature as the one that occurred.

However, adoption of the Model is not sufficient to exclude the Entity’s administrative liability; Italian Legislative Decree No. 231/2001 requires the Model to be both effective and operational in practice.

Pursuant to Article 6, paragraph 2, of Italian Legislative Decree No. 231/2001, for the Model to be efficient, it must meet the following requirements:

1. 1.identify the areas at risk of commission of the offences provided for in the Decree;
2. 2.provide for specific protocols designed to govern the formation and implementation of the entity’s decisions in relation to the offences to be prevented;
3. 3.identify methods of managing financial resources capable of preventing the commission of offences;
4. 4.prescribe reporting obligations towards the body responsible for supervising the operation of and compliance with the Model;
5. 5.introduce a disciplinary system capable of sanctioning non-compliance with the measures set out in the Model.

It should be clarified that, following Italian Legislative Decree No. 24/23, Article 6, paragraph 2-bis, of the Decree was amended and provides that “the models referred to in paragraph 1, letter a), shall provide, pursuant to the legislative decree implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019, for internal reporting channels, the prohibition of retaliation and the disciplinary system adopted pursuant to paragraph 2, letter e)”.

Article 6, paragraph 3, of Italian Legislative Decree No. 231/2001 provides that “Organisation and management models may be adopted, ensuring that the requirements referred to in paragraph 2 are met, on the basis of codes of conduct drawn up by associations representing entities and communicated to the Ministry of Justice which, in agreement with the competent Ministries, may make observations within thirty days on the suitability of the models for preventing offences”.

In its methodological approach to preparing its Organisation, Management and Control Model, ICEL drew on the Confindustria Guidelines.

Finally, for the Model to operate in practice, it must be effectively implemented. Article 7, paragraph 4, of Italian Legislative Decree No. 231/2001 identifies the following requirements for the effective implementation of the Model:

1. a)periodic review and, where appropriate, amendment of the Model when significant breaches of its requirements are discovered or when changes occur in the organisation or its activities;
2. b)a disciplinary system capable of sanctioning non-compliance with the measures set out in the Model.

Furthermore, for the Model to provide the entity with the broadest possible protection, as recently stated in the case law of the Court of Cassation1, it must also consider the possibility that the legal representative who, pursuant to Article 39 of Italian Legislative Decree No. 231/2001, also represents the entity in proceedings to establish administrative liability arising from a criminal offence, is themselves under investigation or charged with the offence giving rise to that administrative offence. In this particular respect, that representative may not appoint a special attorney vested with the power to represent the Company in court.

Accordingly, in order to establish a system of internal rules designed to resolve any conflict of interest arising in such circumstances, and with the aim of ensuring that a legal representative is identified through whom the entity may participate in the proceedings, this Model provides that, where it is not possible to identify an attorney able to represent the Company in court, the Company, acting through the corporate bodies not involved in any

1The reference is to Cass. Pen., Sez. III, 22 September 2022, No. 35387, and Cass. Pen., Sez. III, 25 July 2023, No. 32110.

criminal proceedings, and the supervisory bodies acting in accordance with their powers under the articles of association, shall take steps to eliminate conflicts of interest so that an attorney can be identified to comply with the requirements of Article 39 of Italian Legislative Decree No. 231/2001.

1.3 Sanctions framework

The sanctions applicable to an entity liable for an administrative offence are expressly identified in Articles 9 et seq. of Italian Legislative Decree No. 231/2001 as follows:

• -financial penalties;
• -disqualification sanctions;
• -confiscation;
• -publication of the judgment.

A financial penalty applies whenever the Entity’s liability is established. This type of penalty is determined by the court through a system based on “units”, numbering no fewer than one hundred and no more than one thousand, each with a value ranging from a minimum of € 258,22 to a maximum of € 1.549,37. In assessing the financial penalty, the court determines:

• –the number of units, taking into account the seriousness of the act, the degree of the Entity’s liability, and the action taken to eliminate or mitigate the consequences of the act and to prevent the commission of further offences;
• –the value of each unit, based on the Entity’s economic and financial position.

Furthermore, Article 12, paragraph 2, of the Decree requires the penalty to be reduced by between one third and one half if, before the declaration opening the first-instance trial:

1. a)the entity has fully compensated the damage and eliminated the harmful or dangerous consequences of the offence, or has in any event taken effective action to that end;
2. b)an organisational model capable of preventing offences of the kind that occurred has been adopted and made operational.

Where both conditions under letters a) and b) are met, the penalty is reduced by between one half and two thirds.

For a reduction in the financial penalty to be granted and, more generally, for exemption from administrative liability under Decree 231, merely adopting an organisation model is insufficient: the document must actually be put into operation. Accordingly, information and training on its contents must have been provided, the supervisory body appointed for that purpose must have performed its supervisory and control activities, and disciplinary sanctions must actually have been imposed where a disciplinary offence has been established and formally notified.

Disqualification sanctions, exhaustively listed in Article 9, paragraph 2, of Italian Legislative Decree No. 231/2001, may consist of:

• ▪a ban on carrying on business activities;
• ▪suspension or revocation of authorisations, licences or concessions used in committing the offence;
• ▪a prohibition on contracting with the Public Administration, except to obtain public services;
• ▪exclusion from benefits, financing, grants or subsidies, and the possible revocation of those already granted;
• ▪a prohibition on advertising goods or services.

This type of sanction applies only to administrative offences for which it is expressly provided and only if at least one of the following conditions is met:

1. a)the Entity derived a substantial profit from the commission of the offence, and the offence was committed by persons in senior management positions or by persons subject to the direction of others where, in the latter case, the commission of the offence was caused or facilitated by serious organisational deficiencies;
2. b)in the event of repeated offences.

The court determines the type and duration of the disqualification sanction, which may be no less than three months and no more than two years, taking into account the suitability of the individual sanctions for preventing offences of the kind committed and, where necessary, may apply them jointly (Article 14, paragraphs 1 and 3, of Italian Legislative Decree No. 231/2001). In the event of conviction for the offences indicated in Article 25, paragraphs 2 and 3, of Italian Legislative Decree No. 231/2001, however, disqualification sanctions are increased to a duration of no less than four years and no more than seven years if the offence was committed by one of the persons referred to in Article 5, paragraph 1, letter a), and to a duration of no less than two years and no more than four years if the offence was committed by one of the persons referred to in Article 5, paragraph 1, letter b). The sanctions consisting of a ban on carrying on business activities, a prohibition on contracting with the Public Administration and a prohibition on advertising goods or services may, in the most serious cases, be imposed permanently2.

2See, in this regard, Article 16 of Italian Legislative Decree No. 231/2001, which provides: “1. A permanent ban on carrying on business activities may be imposed if the entity has derived a substantial profit from the offence and has already been sentenced to a temporary ban on carrying on business activities at least three times in the last seven years. 2. The court may permanently impose on the entity the sanction of a prohibition on contracting with the Public Administration or of a prohibition on advertising goods or services where it has already been sentenced to the same sanction at least three times in the last seven years. 3. If the entity or one of its organisational units is used on a lasting basis for the sole or predominant purpose of enabling or facilitating

It should also be noted that the Entity’s activities may continue (in place of the imposition of the sanction) under a commissioner appointed by the court pursuant to, and subject to the conditions of, Article 15 of Italian Legislative Decree No. 231/2001. In particular, that provision allows the court to order, in place of applying the sanction, the continuation of the entity’s activities under a commissioner for a period equal to the duration of the disqualification sanction. For this mechanism to apply, at least one of the following conditions must be met:

1. a)the entity provides a public service or a service of public necessity whose interruption could cause serious harm to the community;
2. b)the interruption of the entity’s activities could have significant repercussions for employment, taking into account its size and the economic conditions of the area in which it is located;
3. b-bis)the activities are carried out in industrial establishments or parts thereof declared to be of national strategic interest pursuant to Article 1 of Decree-Law No. 207 of 3 December 2012, converted, with amendments, by Law No. 231 of 24 December 2012. In the case of enterprises which, after the commission of the offences giving rise to the sanction, have been placed under extraordinary administration, including on a temporary basis pursuant to Article 1 of Decree-Law No. 187 of 5 December 2022, continuation of the activities is entrusted to the commissioner already appointed within the extraordinary administration procedure3.

Disqualification sanctions may also be applied as precautionary measures at the request of the Public Prosecutor, provided that there is strong evidence of the Entity’s liability and a concrete risk that further offences of the same nature as the one being prosecuted will be committed. The court orders their application by an order.

Nevertheless, Article 17 of Italian Legislative Decree No. 231/2001 provides that, without prejudice to the application of financial penalties, disqualification sanctions do not apply where the following conditions are all met before the declaration opening the first-instance trial:

1. a.the entity has fully compensated the damage and eliminated the harmful or dangerous consequences of the offence, or has in any event taken effective action to that end;
2. b.the entity has eliminated the organisational deficiencies that caused the offence by adopting and implementing organisational models capable of preventing offences of the kind that occurred;
3. c.the entity has made the profit obtained available for confiscation.

the commission of offences for which it is liable, a permanent ban on carrying on business activities shall always be imposed and the provisions of Article 17 shall not apply”.

3 This last provision was introduced by Decree-Law No. 2 of 5 January 2023, converted, with amendments, by Law No. 17 of 6 March 2023, and has been in force since 6 January 2023.

In any event, disqualification sanctions may not be applied where they jeopardise the continuity of activities carried out in industrial establishments or parts thereof declared to be of national strategic interest pursuant to Article 1 of Decree-Law No. 207 of 3 December 2012, converted, with amendments, by Law No. 231 of 24 December 2012, if the entity has eliminated the organisational deficiencies that caused the offence by adopting and implementing organisational models capable of preventing offences of the kind that occurred.

An organisational model shall always be considered capable of preventing offences of the kind that occurred where, as part of the procedure for recognising national strategic interest, measures have been adopted to achieve, including through the adoption of organisational models, the necessary balance between the requirements of continuity of production and preservation of employment and the protection of workplace safety, health, the environment and any other legally protected interests harmed by the offences committed.

Pursuant to Article 19 of Italian Legislative Decree No. 231/2001, a conviction is always accompanied by an order for confiscation, including confiscation of equivalent value, of the price (money or another economic benefit given or promised to induce or cause another person to commit the offence) or the profit (immediate economic benefit obtained) of the offence, except for the part that may be returned to the injured party and without prejudice to rights acquired by third parties in good faith.

Where a disqualification sanction is applied, the court may order publication of the conviction, in extract or in full, in one or more newspapers, together with posting in the municipality where the entity has its principal place of business. Publication is carried out by the registry of the competent court at the Entity’s expense.

1.4 Attempt

Where Predicate Offences are attempted4, financial penalties (in terms of their amount) and disqualification sanctions (in terms of their duration) are reduced by between one third and one half (Articles 12 and 26 of Italian Legislative Decree No. 231/2001).

No liability arises for the Entity if it voluntarily prevents completion of the act or occurrence of the event (Article 26 of Italian Legislative Decree No. 231/2001). In such a case, the exclusion of sanctions is justified by the severing of any relationship of identification between the entity and the persons who purport to act in its name and on its behalf.

1.5 Changes affecting the entity

4Article 56 of the Italian Criminal Code provides that “Anyone who performs acts capable of, and unequivocally directed towards, committing a crime is liable for an attempted crime if the act is not completed or the event does not occur”.

Italian Legislative Decree No. 231/2001 also governs the entity’s financial liability in relation to changes affecting the entity, such as conversion, merger, demerger and transfer of a business.

Under Article 27, paragraph 1, of Italian Legislative Decree No. 231/2001, the entity is liable for the obligation to pay a financial penalty with its assets or common fund. The concept of assets refers to companies and entities with legal personality, while the concept of a “common fund” concerns unrecognised associations. This provision protects shareholders and members by preventing the risk that they may be called upon to meet, with their personal assets, obligations arising from financial penalties imposed on the entity. The provision also makes clear the legislature’s intention to establish liability of the entity that is independent not only of that of the perpetrator of the offence (see, in this regard, Article 8 of Italian Legislative Decree No. 231/2001), but also of that of the individual members of the company.

Articles 28–30 of Italian Legislative Decree No. 231/2001 govern the effects on the entity’s liability of changes connected with conversion, merger, demerger and business transfer transactions. The legislature took into account two opposing needs: on the one hand, to prevent such transactions from providing a means of easily evading the entity’s administrative liability; on the other, to avoid penalising reorganisations that have no evasive intent. The Explanatory Report to Italian Legislative Decree No. 231/2001 states: “The general criterion followed in this regard was to regulate the treatment of financial penalties in accordance with the principles laid down in the Civil Code for the generality of the original entity’s other debts, while retaining the link between disqualification sanctions and the area of activity in which the offence was committed”.

In the event of conversion, Article 28 of Italian Legislative Decree No. 231/2001 provides, consistently with the nature of this legal mechanism, which involves a simple change in the type of company without bringing the original legal person to an end, that the entity remains liable for offences committed before the date on which the conversion took effect5.

In the event of a merger, the entity resulting from the merger (including a merger by absorption) is liable for the offences for which the entities participating in the merger were liable (Article 29 of Italian Legislative Decree No. 231/2001). The entity resulting from the merger assumes all the rights and obligations of the companies participating in the transaction (Article 2504-bis, first paragraph, of the Italian Civil Code) and, by taking over their business activities, also incorporates those within which the offences for which the companies participating in the merger would have been liable were committed.

5 The company’s financial liability in relation to the profits from offences committed by its directors is entirely independent and is unaffected by corporate events subsequent to the commission of the offences (see Cass. Pen., Sez. II, No. 29397 of 27 June 2012).

Article 30 of Italian Legislative Decree No. 231/2001 provides that, in the event of a partial demerger, the demerged company remains liable for offences committed before the date on which the demerger took effect.

The entities benefiting from a demerger (whether total or partial) are jointly and severally liable for payment of the financial penalties owed by the demerged entity for offences committed before the date on which the demerger took effect, up to the actual value of the net assets transferred to each entity.

This limit does not apply to beneficiary companies to which the area of activity in which the offence was committed has been transferred, even only in part.

Disqualification sanctions relating to offences committed before the date on which the demerger took effect apply to the entities that retained, or to which was transferred, even in part, the area of activity in which the offence was committed.

Article 31 of Italian Legislative Decree No. 231/2001 lays down provisions common to mergers and demergers concerning the determination of sanctions where such extraordinary transactions have taken place before the proceedings have concluded. In particular, it clarifies the principle that the court must assess the financial penalty in accordance with the criteria laid down in Article 11, paragraph 2, of Italian Legislative Decree No. 231/2001.

1.6 Offences committed abroad

Article 4 of Italian Legislative Decree No. 231/2001 provides that an entity’s administrative liability may also arise where offences covered by Italian Legislative Decree No. 231/2001 are committed abroad6, provided that the subjective and objective conditions for attribution of liability laid down in the Decree are met.

Article 4 provides that the entity is liable only where:

1. a)the offence is committed by a person functionally connected to the entity within the meaning of Article 5, paragraph 1, of the Decree;
2. b)the entity has its principal place of business within the territory of the Italian State;
3. c)the State in which the offence was committed is not already proceeding against the entity;
4. d)the conditions laid down in Articles 7, 8, 9 and 10 of the Criminal Code are met.

1.7 Liability arising from criminal offences within groups of companies

6Article 4 of Italian Legislative Decree No. 231/2001 provides as follows: “1. In the cases and under the conditions laid down in Articles 7, 8, 9 and 10 of the Criminal Code, entities whose principal place of business is within the territory of the State are also liable in relation to offences committed abroad, provided that the State in which the act was committed is not proceeding against them. 2. Where the law provides for the offender to be punished at the request of the Minister of Justice, proceedings shall be brought against the entity only if the request is also made in respect of that entity.”

Italian Legislative Decree No. 231/2001 does not expressly address matters relating to the liability of an Entity belonging to a group of companies, despite the widespread nature of this phenomenon.

Since a group cannot be regarded as a direct centre for attribution of liability arising from criminal offences and does not fall within the categories of persons indicated in Article 1 of Italian Legislative Decree No. 231/2001, it is necessary to consider how Organisational Models operate in relation to offences committed by persons belonging to such a grouping of companies.

As also highlighted by the Confindustria Guidelines in their latest updated version, the holding/parent company may be held liable for an offence committed in the course of the subsidiary’s activities where:

• –a predicate offence has been committed in the immediate and direct interest or to the immediate and direct advantage of the parent company as well as the subsidiary;
• –natural persons functionally connected to the parent company participated in the commission of the predicate offence, making a causally relevant contribution (Cass., V sez. pen., judgment No. 24583 of 2011), proved in a concrete and specific manner.

2. ICEL’s governance model and organisational structure

2.1 About ICEL

ICEL S.r.l., with its registered office in Brescia (BS), has established itself as a leader in the design and manufacture of electrical command and control panels, and in services such as revamping and retrofitting. ICEL’s production site is located in an outlying area of the municipality of Brescia, predominantly characterised by industrial premises: the building was constructed in 1989 and forms part of a suitably demarcated “industrial condominium”, where ICEL has carried out its activities since 1994.

Production is predominantly manufacturing-based: apart from the fabrication of the metalwork, all the “core” work, namely wiring the panels, is performed by operators using hand tools.

As mentioned above, in 2022 ICEL became part of iCareX, a Venture Studio that brings together the development of new technologies, the launch of new business verticals and the strategic and industrial acquisition of established companies within an innovative model. With the support of iCareX, ICEL will continue to expand its expertise, offering its customers even more comprehensive and advanced solutions.

With a view to continuously improving the quality and performance of the products offered to its customers, the Company has implemented an Integrated Management System compliant with the international standards UNI EN ISO 9001:2015, UNI EN ISO 14001:2015 and UNI ISO 45001:2018, and has drawn up a Corporate Quality, Environmental and Safety Policy, the text of which is publicly available on the Company’s website at the URL https://icel.energy/wp- content/uploads/2023/11/01_PAQ9.3-M93-001-Politica-QSA-ICEL_ITEN-r2.1.pdf.

2.2. Corporate governance structure

As at the date of adoption of the Model, ICEL is managed by a Sole Director.

Under the Articles of Association, this executive body has the broadest powers for the ordinary and extraordinary management of the Company, excluding only matters mandatorily reserved by law to the General Meeting.

By a deed with signatures authenticated by a Notary, dated 6 September 2023, register No. 41.339/20.486, Mr Omar Trevenzuoli was granted a commercial power of attorney (procura institoria) to conduct the business, with particular regard to the organisation of work, the protection of safety and hygiene, and the protection of the environment within and outside the plant. Specifically, Mr Trevenzuoli’s powers are set out in detail in the aforementioned commercial power of attorney and are enforceable against third parties, as they have been made public through registration in the Companies Register and are therefore visible in the Company’s register extract.

The Company’s register extract also records the appointment, effective from 20 April 2023, of Dr Sergio Boccagni as Technical Manager, holding the technical and professional qualifications required under Ministerial Decree 37/2008. The statutory audit of the Company is entrusted to the Statutory Auditor, who acts in accordance with the provisions of the Articles of Association.

2.3 Organisational structure

The Sole Director heads ICEL’s organisational structure.

The commercial representative (institore) may exercise all the powers conferred upon him by the commercial power of attorney dated 6 September 2023, register No. 41.339/20.486.

The tasks and responsibilities assigned to each member of the Company’s personnel are detailed in the organisational chart and the company job description manual (also referred to in the Procedures comprising the Integrated Management System), which may be updated.

The Company’s organisation provides for a Head of Function for each Area, to whom the other Company Functions report. All Heads of Function report hierarchically to the Sole Director.

2.4. ICEL’s governance instruments

The main governance instruments adopted by the Company may be summarised as follows:

• -the Articles of Association which, in addition to identifying the Company’s corporate purpose, contain the various provisions relating to corporate governance, such as the powers and operation of the Shareholders’ Meeting;
• -the commercial power of attorney dated 6 September 2023, register No. 41.339/20.486, setting out the powers formally delegated;
• -the company Organisational Chart, showing the structure of the Company Functions;
• -the company Job Description Manual;
• -the company documentation relating to health and safety at work, including the Risk Assessment Document, the appointments of supervisors responsible for company safety, and the appointment of a special attorney for compliance with accident prevention and environmental requirements;
• -the procedures comprising the Integrated Management System, drawn up in accordance with the international standards UNI EN ISO 9001:2015, UNI EN ISO 14001:2015 and UNI ISO 45001:2018, and the Quality, Environmental and Safety Policy;
• -the Code of Ethics.

3. ICEL’s Organisation, Management and Control Model

3.1 Introduction

ICEL, mindful of the need to ensure fairness and transparency in the conduct of its business and activities, has considered it consistent with its corporate policies to adopt an Organisation, Management and Control Model pursuant to Italian Legislative Decree No. 231 of 8 June 2001.

The Company considers that, beyond the requirements of the law, adopting the Model provides a further useful means of raising awareness among its employees and collaborators, as well as all those acting in its name and on its behalf. This is intended to ensure that, in carrying out their activities, these persons behave fairly and transparently, in keeping with the ethical and social values that guide the Company in pursuing its corporate purpose, and in such a way as to prevent the risk of the offences covered by the Decree being committed.

The Model adopted by the Company, in keeping with the Code of Ethics, which forms an integral part of it, serves to reaffirm the absolute condemnation of any unlawful conduct and to ensure that so-called “at-risk activities” are carried out in accordance with uniform, controlled procedures.

The Model therefore fulfils the following functions:

• −to make all those acting in the name and on behalf of ICEL aware of the need for strict compliance with the Model, breaches of which entail severe disciplinary sanctions;
• −to punish any conduct which, inspired by a misguided understanding of the Company’s interests, conflicts with laws, regulations or, more generally, the principles of fairness and transparency;
• −to provide information on the serious consequences that could arise for the Company (and therefore for all its employees, managers and senior management) from the imposition of the financial penalties and disqualifying sanctions provided for in the Decree, and from the possibility that they may also be imposed as interim measures;
• −to enable the Company to exercise constant control and careful supervision over sensitive processes so that it can take timely action when risks arise;
• −to prevent allegations from being brought against the Company in future.

3.2 The Guidelines issued by Confindustria

In preparing the Model, the Company has exercised the option provided for in the Decree to define its content on the basis of codes of conduct and guidelines issued by representative trade associations and communicated to the Ministry of Justice, which, in agreement with the competent Ministries, may submit observations on their suitability within 30 days.

In this respect, the Company has taken guidance from the “Guidelines for the preparation of Organisation, Management and Control Models pursuant to Italian Legislative Decree No. 231/2001”, issued by Confindustria on 7 March 2002 and subsequently updated and approved by the Ministry of Justice, most recently on 25 June 2021, which provide for the following activities:

• ▪identifying risk areas, namely the company area or sector exposed to the risk of the offences provided for in the Decree being committed;
• ▪establishing a control system reasonably capable of preventing or reducing the risk of offences being committed through the adoption of specific protocols. In this context, particular importance attaches to the organisational structures, activities and rules implemented by management and company personnel within the internal control system, aimed at ensuring:

o effectiveness and efficiency of management operations;

o reliability of company information, both externally and internally;

o compliance with laws, regulations, rules and internal policies.

In any event, any discrepancies identified in relation to the content of the Guidelines would not in themselves invalidate the Model, since it reflects the Company’s specific circumstances and may therefore depart from the Guidelines, which are general in nature, to meet particular protection and prevention needs.

3.3 The project to define ICEL’s Organisation and Management Model

The Model was therefore prepared, as required by the Decree and recommended by the Confindustria Guidelines and existing best practices in this area, in accordance with the methodological stages set out below.

Preliminary stage

At this stage, the predicate offences which, although theoretically applicable to ICEL’s business, are not relevant in practice to its operations were identified, as were, conversely, the relevant offences.

Stage 1 – Organisational analysis and identification of sensitive processes

At this stage, the company context was analysed in order to identify the processes and activities within which the offences expressly referred to in Italian Legislative Decree No. 231/2001 may be committed, and to identify the persons responsible, namely personnel with an in-depth knowledge of those processes/activities and the control mechanisms currently in place (so-called “key officers”).

This analysis was conducted by examining documentation relating to the Company (Articles of Association, adopted procedures, regulations, organisational provisions, etc.) and interviewing key officers, in order to define the activities they perform, the company processes within which those activities are structured, and their actual and effective implementation.

The identification of at-risk activities within company processes was also based on an analysis of the Company’s history, namely adverse events that had affected the business in the past.

Stage 2 – As-Is Analysis

Once the potentially at-risk areas and activities had been identified, the following were identified, analysed and formally documented for each sensitive process:

• −the main stages;
• −the functions and roles/responsibilities of the internal and external persons involved;
• −the existing control elements;

in order to ascertain in which sensitive process or activity, and by what means, the offences referred to in Italian Legislative Decree No. 231/2001 could theoretically be committed.

Stage 3 – Mapping activities at risk of offences

The results of the analysis described above were then used to identify any vulnerabilities and the related improvements to the internal control system needed to ensure that the Organisational Model is suitable for preventing the offences referred to in Italian Legislative Decree No. 231/2001.

Stage 4 – Drafting the Organisation and Management Model

On the basis of the results of the preceding stages and comparison with the relevant best practices, and in light of the policy choices of the Company’s decision-making bodies and the degree of synergistic alignment with the existing internal control system, the Company’s Organisation, Management and Control Model is drafted, comprising the following parts:

• −the General Part, containing a description of the relevant regulatory framework and the activities carried out by the Company, and defining the structure necessary to implement the Model, such as the operation of the Supervisory Body and the disciplinary system;
• −the Special Part, whose content identifies the Company’s activities within which the predicate offences provided for in the Decree could be committed, and sets out the related control protocols.

3.4 Identification of sensitive activities

Following the analysis of the organisational structure and on the basis of information obtained during interviews with Company personnel, the activities within which the offences referred to in the Decree could conceivably be committed were identified and are duly detailed in the Special Part of this Model.

3.5 The Code of Ethics

This document is distinct from and independent of ICEL’s Code of Ethics, although both share the express intention to operate, both internally and externally, in full compliance with the principles of legality and fairness.

Although distinct, the two documents are clearly complementary: the Code of Ethics may also be seen as a further operational means of applying and implementing the provisions of the Decree, since it clarifies what is required and what is prohibited in order to prevent the commission of any offence provided for or referred to in the Decree, and not only those which, because of their particular connection with the Company’s activities, are specifically addressed in the Model.

The Code of Ethics also contains the set of values that ICEL recognises, respects and shares. The related rules of conduct, which ensure their implementation, set out in practical terms the behavioural principles to be observed in carrying out company activities to ensure proper operation, reliability and a good reputation, and constitute an effective instrument for preventing unlawful conduct by all those acting in the name and on behalf of the Company.

The Company has appointed a Supervisory Body, which is also responsible for monitoring implementation of the provisions of the Code of Ethics and to which the relevant reports may be submitted.

3.6 Recipients of the Model

The rules contained in this Model apply to members of the corporate bodies and all those performing management, administration, executive or control functions within the Company, as well as all employees and, in general, anyone operating under the direction and/or supervision of the persons referred to above (hereinafter collectively referred to as the “Recipients”).

The control principles contained in the Model and the Code of Ethics also apply, within the limits of the existing contractual relationship, to persons who, although not part of the Company, act on its instructions or on its behalf, or are otherwise linked to the Company by relevant legal relationships, such as suppliers, consultants, agents, distributors and business partners: under specific contractual clauses, these persons undertake, in their relationships with the Company, to behave fairly and in compliance with the applicable legislation and, in particular, in a manner suitable for preventing the commission of offences to which the sanctions provided for in the Decree apply.

4. Supervisory Body

4.1 Introduction

Under the provisions of the Decree, the Company may be exempted from liability arising from offences committed in its interest or for its benefit by senior management or by persons subject to their supervision and direction if the governing body, in addition to adopting and effectively implementing an Organisation, Management and Control Model suitable for preventing offences, has entrusted the task of monitoring the operation of and compliance with the Model to a body with independent powers of initiative and control (hereinafter the “Supervisory Body” or “OdV”).

In compliance with the provisions of the Decree, and also taking account of the Confindustria Guidelines, ICEL has identified its Supervisory Body, determining its composition in proportion to the size of the Company, the activities it carries out and the results of the risk assessment.

4.2 Requirements for the OdV

The main requirements for the Supervisory Body indicated in the Confindustria Guidelines are:

• -professional expertise, since the OdV must have within it the necessary legal and economic expertise, as well as expertise in techniques for analysing and assessing legal risks;
• -autonomy and independence, since the OdV must be guaranteed freedom to determine its own control initiatives, free from any possible interference or influence. The OdV is not assigned operational duties and does not take part in operational decisions or activities, in order to protect and ensure the objectivity of its judgement; the Supervisory Body must also be provided with the adequate financial resources necessary to carry out its activities properly; finally, the OdV defines and adopts its own internal operating rules in the Rules of the Supervisory Body;
• -continuity of action, since the OdV is required to monitor constantly the actual and effective implementation of the Organisational Model in accordance with the Decree.

In addition, the appointment of members of the Supervisory Body is conditional on their meeting the personal eligibility requirements.

In particular, the persons designated to serve as members of the Supervisory Body must issue a declaration confirming the absence of:

• −conflicts of interest, including potential conflicts, with the Company that could compromise the independence required by the role and duties of the Supervisory Body;
• −direct or indirect ownership of shareholdings of a size that would allow significant influence to be exercised over the Company;
• −management roles, in the three financial years preceding appointment as members of the Supervisory Body, in undertakings subject to bankruptcy or other insolvency proceedings;
• −a conviction, even if not final, or a judgment imposing a penalty at the parties’ request (so-called plea bargaining), in Italy or abroad, for the offences referred to in the Decree or other offences in any event affecting professional integrity;
• −the conditions of ineligibility or disqualification provided for in Article 2382 of the Civil Code (currently, persons declared legally incapacitated, persons with restricted legal capacity, bankrupt persons, or persons convicted by a judgment, even if not final, imposing a penalty that entails disqualification, even temporarily, from public office or incapacity to hold management offices).

Should any of the above grounds for ineligibility arise in respect of a member already appointed, that member shall automatically cease to hold office. In such a case, the administrative body shall arrange for their replacement.

4.3 Appointment, term of office and cessation of office

The Company’s Supervisory Body, appointed by an act of the Company’s administrative body, shall remain in office for three financial years or for a different period specified upon appointment, which shall in any event be no less than one financial year.

Upon expiry of its term, the OdV shall remain in office until a new appointment or re-election by a subsequent decision of the administrative body.

Office may also cease upon resignation, disqualification or death. In the event of resignation, the OdV member must notify the administrative body in writing so that it can promptly arrange for their replacement.

Office may also cease upon removal by the administrative body. However, to ensure the necessary freedom and independence of the OdV, removal may take place only for just cause, by means of a specific resolution.

By way of example only, “just cause” for revoking the duties and powers associated with the office of member of the Supervisory Body may include:

• −gross negligence in the performance of the duties associated with the appointment;
• −“absent or insufficient supervision”, as provided for in Article 6, paragraph 1, letter d) of the Decree, which may also be established by a conviction, even if not final, handed down against the Company pursuant to Italian Legislative Decree No. 231/2001, or by a judgment imposing a penalty at the parties’ request (so-called plea bargaining);
• −conflicts of interest, including potential conflicts, with the Company that could compromise the independence required by the role and duties of the Supervisory Body.

In any case of resignation, cessation of office, removal or death, the Board of Directors shall arrange for the replacement of the OdV member.

4.4 Financial resources allocated to the Supervisory Body

In order to operate independently and have the most appropriate means of ensuring the effective performance of the task assigned to it by this Model, in accordance with the Decree, the OdV must have adequate financial resources at its disposal.

To this end, the administrative body shall approve an allocation of financial resources proposed by the OdV itself, which the latter may use for any needs necessary to carry out its assigned tasks properly.

The remuneration payable to the OdV shall be determined by the administrative body upon appointment.

4.5 Functions and powers of the Supervisory Body

The Supervisory Body shall adopt rules governing the conduct of its activities.

The OdV is entrusted with monitoring:

• −compliance with the requirements of the Model in relation to the various types of offences covered by the Decree and subsequent legislation extending its scope;
• −the effectiveness of the Model in relation to the company structure and its actual ability to prevent offences from being committed;
• −whether the Model should be updated where a need to adapt it is identified in relation to changed company circumstances and/or legislation.

In particular, the Supervisory Body is granted the following powers in order to perform its functions:

• −to verify the efficiency and effectiveness of the Model, including the conformity of the operational methods actually adopted with the protocols formally provided for in the Model itself;
• −to verify that the Model continues to meet the requirements of efficiency and effectiveness over time;
• −to promote the updating of the Model, submitting to the administrative body, where necessary, proposals for updates and adjustments to be made through amendments and/or additions required as a result of: i) significant breaches of the requirements of the Model; ii) significant changes to the Company’s internal structure and/or the way its business activities are carried out; iii) legislative changes;
• −to report promptly to the administrative body, for appropriate action, established breaches of the Model that could give rise to liability on the part of the Company;
• −to promote initiatives to disseminate the Model and to train personnel and raise their awareness of the need to comply with the principles contained in the Model;
• −to promote communication and training activities on the content of Italian Legislative Decree No. 231/2001, the impact of the legislation on the Company’s activities, and the rules of conduct;
• −to provide clarification on the meaning and application of the provisions contained in the Model;
• −to promote the implementation of an effective internal communication channel for the submission of information relevant for the purposes of Italian Legislative Decree No. 231/2001, ensuring the protection and confidentiality of the reporting person;
• −to prepare and submit to the administrative body for approval the expenditure forecast necessary for the proper performance of the tasks assigned;
• −to have unrestricted access, in compliance with the applicable legislation, to any department of the Company in order to request information, documentation and data considered necessary to perform the tasks provided for in Italian Legislative Decree No. 231/2001;
• −to request relevant information from collaborators, consultants and external collaborators of the Company, however designated;
• −to promote the initiation of any disciplinary proceedings following established breaches of this Model.

4.6 Operation of the Supervisory Body

Meetings of the Supervisory Body shall be held at least quarterly or, in any event, whenever considered necessary, in accordance with the internal Rules that the OdV will adopt after taking office.

Members of the administrative body, heads of company functions, supervisory bodies and external consultants may be invited to attend meetings where their presence is necessary for the activities to be carried out.

In view of the particular nature of the OdV’s responsibilities and the associated professional expertise, it may be supported by dedicated personnel in carrying out its supervisory and control duties. It may also obtain assistance from the Functions within the Company that are required from time to time, and may use external consultancy services where necessary to perform its functions more effectively and independently.

In all cases, the Supervisory Body remains directly responsible for the proper fulfilment of the supervisory and control obligations arising from the Decree.

4.7 Obligations to provide information to the Supervisory Body

The Supervisory Body must be promptly informed, through a dedicated internal communication system, of acts, conduct or events that:

1. 1.may constitute a breach or suspected breach of the Model liable to expose the Company to the “risk of an offence” (“extraordinary” information flows or “breaches”);
2. 2.may be considered relevant for the purposes of the Decree (“ordinary” information flows).

“Extraordinary” information flows or “breaches”

As regards the first category of information flows, the obligations to provide information about any conduct contrary to the provisions of the Decree or the Model fall within the employee’s broader duty of care and duty of loyalty established by the Civil Code and, in any event, arise from the contractual relationship binding all persons acting in the name and/or on behalf of ICEL.

An employee’s proper fulfilment of the obligation to provide information cannot give rise to disciplinary sanctions.

In this respect, as general requirements, any reports relating to the following must be communicated:

• −measures and/or information from the judicial police or any other authority indicating that investigations are being conducted, including against unknown persons, into offences covered by the Decree that may involve the Company;
• −requests for legal assistance submitted by employees where judicial proceedings are brought against them in relation to offences referred to in the Decree, unless expressly prohibited by the Judicial Authority;
• −information on disciplinary proceedings conducted and any sanctions imposed (including measures taken against Employees), or decisions to close such proceedings without further action, together with the reasons;
• −the commission, or a reasonable risk of the commission, of the offences referred to in the Decree;
• −conduct inconsistent with company provisions;
• −conduct that may, in any event, constitute a breach of the Model and the Code of Ethics or of the protections afforded to the Reporting Person.

Persons reporting the above circumstances in good faith are protected against any form of retaliation, discrimination or penalisation and, in all cases, the confidentiality of the reporting person’s identity is ensured, without prejudice to legal obligations and the protection of the rights of the Company or of persons wrongly accused and/or accused in bad faith.

The information, notifications, statements or reports provided for in the Model are retained by the OdV in a dedicated archive (electronic or paper), accessible only to its members.

All Recipients of this Model are required to report to the OdV, in writing and non-anonymously, through dedicated confidential information channels, any breach or suspected breach liable to expose the Company to the “risk of an offence”; the Supervisory Body shall analyse the report.

Reports must be sent to the following email address:

odv@icelsistemielettrici.it

or by priority post to the Supervisory Body at the Company’s registered office, located at:

Supervisory Body appointed pursuant to Italian Legislative Decree No. 231/2001

c/o via Tito Baresani 17/19, Brescia (BS), 25010

The OdV shall assess the Reports received with discretion, responsibility and impartiality. To this end, it may hear the person making the report and/or the person responsible for the alleged breach.

The OdV acts to protect reporting persons against any kind of retaliation, understood as an act that may give rise even to a mere suspicion of discrimination or penalisation.

The confidentiality of the Reporting Person’s identity is also ensured, without prejudice to legal obligations.

Ordinary information flows

As regards the second type of information flows, concerning acts, conduct or events that may be relevant for the purposes of the Decree (“ordinary” information flows), the following are noted by way of example only:

• −transactions perceived as “at risk” (for example, investment/divestment activities involving significant Companies connected with Public Entities; etc.);
• −inspections by public authorities (for example, the Guardia di Finanza, ASL, Consob or other Supervisory Authorities);
• −reports prepared by the heads of other company functions in the course of their control activities, which may reveal facts, acts, events or omissions giving rise to concerns regarding compliance with the provisions of the Decree;
• −organisational changes;
• −any communications from the Sole Auditor concerning matters that may indicate shortcomings in the internal control system, censurable conduct, or observations on the Company’s financial statements and the keeping of the accounts;
• −the declaration that the information contained in corporate communications is true and complete;
• −copies of the minutes of meetings of the administrative body;
• −any other information which, although not included in the above list, is relevant to the proper and complete performance of supervision and updating of the Model.

Finally, the system of delegated powers adopted by the Company, and all subsequent amendments and additions to it, must be communicated to the OdV.

The OdV may issue further specific provisions concerning information flow obligations in relation to the various types of offences referred to in the Decree.

For the methods of retaining and forwarding “ordinary” information flows, reference is made to the provisions already laid down for “extraordinary” information flows and “breaches”.

4.8 Obligations of the Supervisory Body to provide information

ICEL’s OdV shall report to the administrative body and the Statutory Auditor, and to the Board of Statutory Auditors if and when appointed, on matters within their respective remits, all information it considers relevant under the Decree, together with proposals to amend the Model for the prevention of offences.

The OdV may be summoned by the administrative body at any time to report on the operation of the Model or on more specific situations.

More specifically, the OdV is required:

• −to communicate promptly to the administrative body and the Statutory Auditor, and to the Board of Statutory Auditors if and when appointed, any issues connected with the activities, where relevant (“extraordinary” information flows or “breaches”7);
• −to report to the administrative body, at least annually, on the activities performed and implementation of the Model.

7 These information flows shall be communicated unless expressly prohibited by any Judicial Authorities involved.

The OdV must also account annually to the Company’s administrative body for the expenses incurred in fulfilling the obligations within its remit.

The OdV may request to be summoned to report on the operation of the Model or on specific situations.

The OdV may request to meet the Statutory Auditor and the Board of Statutory Auditors, if and when appointed, to ascertain whether there are any observations on the financial statements and the keeping of the accounts.

Meetings with the OdV must be minuted. A copy of the minutes shall be retained by the OdV.

The OdV may, having assessed the individual circumstances:

• −communicate the findings of its checks to the Heads of Functions and/or processes where its activities reveal matters capable of improvement. In such cases, the OdV will need to obtain from the process managers an action plan, with the associated timetable, for implementing improvements to the relevant activities, together with the outcome of that implementation;
• −report to senior management any conduct/actions significantly inconsistent with the Model.

4.9 Whistleblowing and protection of reporting persons

Italian Legislative Decree No. 24 of 10 March 2023 transposed into Italian law Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law.

Italian Legislative Decree No. 24/2023 provides that information on breaches, including reasonable suspicions, of national and European Union legislation that harm the public interest or the integrity of the public administration or private entity may be the subject of reporting, public disclosure or a complaint to the authorities, where those breaches are committed within the organisation of the entity with which the reporting person or complainant has one of the qualifying legal relationships considered by the legislator.

Protection covers reporting persons working in the public sector as well as those working in the private sector. For the latter, Italian Legislative Decree No. 24/2023 requires entities in that sector to establish reporting channels if they meet at least one of the following conditions:

• −they employed an average of at least fifty employees under permanent or fixed-term employment contracts in the last year;
• −they operate in certain specific sectors (financial services, products and markets and the prevention of money laundering or terrorist financing, transport safety and environmental protection), even if they did not reach an average of at least fifty employees under permanent or fixed-term employment contracts in the last year;
• −they adopt the organisation and management models referred to in Italian Legislative Decree No. 231/2001, even if they did not reach an average of at least fifty employees under permanent or fixed-term employment contracts in the last year.

Italian Legislative Decree No. 24/2023 amended Article 6, paragraph 2-bis, of Italian Legislative Decree No. 231/2001, providing that models under Italian Legislative Decree No. 231/2001 must provide for internal reporting channels, a prohibition on retaliation against reporting persons and a disciplinary system. In addition, Italian Legislative Decree No. 24/2023 differentiates the possible subject matter of reports according to the size of the various private-sector persons referred to in Article 2, paragraph 1, letter q). Entities operating in the private sector with fewer than fifty employees are required to establish an internal reporting channel for breaches concerning unlawful conduct relevant under Italian Legislative Decree No. 231/2001, or breaches of the Organisational Model, of which persons have become aware in their work-related context. It is specified that reports relevant under Italian Legislative Decree No. 231/2001, or breaches of the Organisational Model, may be made exclusively through the internal reporting channel.

Information on breaches must concern conduct, acts or omissions of which the reporting person or complainant has become aware in the work-related context, understood in its broadest sense as the context in which legal relationships with the Company have been established.

Reports must be as detailed as possible and must clearly set out: i) the circumstances of time and place in which the reported event occurred; ii) a description of the event; iii) the personal details or other information enabling the person to whom the reported facts are attributable to be identified.

The reasons that prompted a person to report, make a complaint to the authorities or disclose information publicly are irrelevant for the purposes of handling the report and protection against retaliatory measures.

5. Disciplinary and sanctions system

5.1 The purpose of the disciplinary system

The establishment of a system of sanctions (proportionate to the type of infringement and, in all cases, serving as a deterrent), to be applied in the event of breaches of the rules of conduct set out in the Model and the Code of Ethics, is intended to ensure the effectiveness of the Model itself.

Under Article 6, paragraph 2, letter e) of the Decree, the adoption of a disciplinary system is an essential requirement of the Model.

The Disciplinary System has been drawn up on the basis of the provisions of the applicable National Collective Labour Agreement.

In particular, this Disciplinary System applies to:

1. 1.persons who perform functions involving representation, administration or management of the Company;
2. 2.persons subject to the direction or supervision of any of the persons referred to above and, in general, all employees;
3. 3.all those who, in any capacity and at the various levels of responsibility, work within the Company, contributing through their actions to the conduct of the Company’s overall activities, including consultants and other external collaborators, however described.

This Disciplinary System is divided into sections, each relating to a particular category of recipients, taking into account the particular legal status of the various persons concerned.

The application of disciplinary or contractual sanctions is independent of the outcome of any criminal proceedings against the person responsible for the infringement, since the Company adopts the rules imposed by the Model entirely autonomously, irrespective of the type of unlawful act to which breaches of the Model may give rise.

The OdV is entrusted with monitoring compliance with and the correct application of the Disciplinary System in the event of breaches relevant for the purposes of the Decree, and with informing the administrative body so that it may arrange for the Disciplinary System to be updated, amended and/or supplemented whenever it considers this necessary to improve the effectiveness of the Model.

5.2 Disciplinary system for employees and senior managers

Any violation, infringement, circumvention or imperfect or partial application by the Company’s employees of the individual rules of conduct set out in this Model, the Code of Ethics or the protections afforded to whistleblowers constitutes a disciplinary offence subject to sanctions as set out below.

For the purposes of this Disciplinary System, disciplinary measures are imposed on employees who do not hold senior management status in accordance with the procedures laid down in Article 7 of Law No. 300 of 20 May 1970, as subsequently amended and supplemented (hereinafter the “Workers’ Statute”), and in the applicable National Collective Labour Agreement (hereinafter the “CCNL”), as well as any applicable special rules, including those established by agreement.

In all cases, sanctions are proportionate to the employee’s level of responsibility and autonomy, the intentional nature of the conduct and its seriousness, meaning both the importance of the obligations breached and the effects to which the Company may reasonably be considered exposed, including pursuant to and for the purposes of the Decree. Where a single act involves several infringements punishable by different sanctions, the most severe sanction applies. A repeat infringement within a period of three years automatically results in the application of the next more severe sanction.

The Sole Director is responsible for the actual application of disciplinary measures to employees who are not senior managers. After consulting the head of the employee’s Function, the Sole Director will impose sanctions following prior notification to the OdV, which receives prompt information on every act relating to disciplinary proceedings against an employee for a breach of this Model, from the time the disciplinary allegation is notified.

The Supervisory Body is in any event entrusted with verifying and assessing the suitability of the Disciplinary System pursuant to and for the purposes of the Decree.

The OdV is likewise notified of every decision to close the disciplinary proceedings referred to in this chapter without further action.

Employees are informed promptly and widely of the introduction of any new provision, through an appropriate internal communication explaining the reasons for it and summarising its content.

As regards senior managers, the senior management employment relationship is characterised by the predominantly fiduciary nature of the relationship between employee and employer. A senior manager’s conduct has repercussions both within the Company and externally, for example in terms of its image in the market.

Accordingly, compliance by the Company’s senior managers with the provisions of this Model and ICEL’s Code of Ethics, and the obligation to ensure that other employees comply with the provisions of those documents, are essential elements of the senior management employment relationship, providing encouragement and an example to all those who report to them within the hierarchy.

The Sole Director is responsible for applying disciplinary measures to senior managers, following prior notification to the OdV.

5.3 Measures against Directors

The Company assesses with the utmost rigour any infringements of this Model, the Code of Ethics or the protections afforded to the Whistleblower committed by those at the top of the Company who therefore embody its image towards institutions, employees and the market. The development and consolidation of a corporate ethical culture that is sensitive to the values of propriety and transparency presupposes, first and foremost, that those who guide corporate decisions embrace and observe those values, so as to provide an example and encouragement to everyone working for the Company at any level.

If the Sole Director breaches the internal procedures laid down in the Model, the Code of Ethics or the protections afforded to the Whistleblower, or, in the exercise of their powers, adopts measures that conflict with the provisions or principles of the Model, the Code of Ethics or the protections afforded to the Whistleblower, the OdV promptly and formally informs the Members’ Meeting, which takes appropriate action in accordance with the law.

5.4 Sanctions against third parties

For the purposes of this Disciplinary System, the following conduct by third parties having dealings with the Company (e.g. suppliers, agents, distributors, …) is subject to sanctions:

1. 1.violation, infringement or imperfect or partial application of contractual requirements that has produced no consequences or that, although not constituting conduct of criminal relevance, constitutes breaches of the Code of Ethics;
2. 2.violation, infringement, circumvention or imperfect or partial application of contractual requirements that is unequivocally directed towards the commission of an offence punishable under the Decree;
3. 3.violation, infringement, circumvention or imperfect or partial application of contractual requirements that has resulted in criminal proceedings being brought against the Company;
4. 4.violation, infringement, circumvention or imperfect or partial application of the protections afforded to whistleblowers.

In particular, for the purposes of this Disciplinary System, the sanctions that may be imposed on the persons referred to in this section are:

• -a formal notice requiring strict compliance with the rules of conduct that have been breached, to be recorded in the supplier register or by another means that retains a record for the future (always applicable);
• -invocation of the specific contractual clauses included in the relevant contracts governing the consequences of such infringements, also taking into account the damage suffered by the Company as a result of the act.

As regards the procedure for establishing such infringements and the subsequent written warning or invocation of the aforementioned clauses, the OdV verifies that the Function responsible has notified the person responsible for the infringement of the allegation, specifically identifying the acts complained of, and has at the same time issued a written warning requiring strict observance of the rules of conduct that have been breached, together with a formal notice of default and an invitation to remedy the infringement established, or has terminated the contractual relationship.

The right to compensation for the damage suffered by the Company as a result of such infringements remains fully reserved and unaffected.

In this regard, the Company includes specific clauses in its contracts acknowledging that the third-party contractor is aware of the Model, the Code of Ethics, the protections afforded to the Whistleblower and the Decree, and requiring an undertaking by the third party and its employees and collaborators to refrain from conduct liable to breach the above requirements.

6. Information and training

To ensure the effectiveness of the Model, the Company ensures adequate awareness and dissemination of the rules of conduct it contains among members of the corporate bodies, all employees, external collaborators and third parties having dealings of any kind with the Company.

This objective concerns all persons falling within the above categories, whether already working within the Company or joining it in the future. Training and information are provided periodically, using specific and appropriate methods according to the role performed by the Recipients.

Participation in training activities in accordance with the methods and timescales established by the Company is mandatory, and failure to comply with this obligation may be considered for disciplinary purposes.

In particular, training and information will be provided as follows.

6.1 Training of the Company’s internal personnel

Adoption of the Model is communicated to the Recipients of this document by making the document available through the most appropriate means (e.g. appropriate publication on the website, display on noticeboards, provision of paper copies of the Model and dedicated information notices).

When an employment or collaboration contract is signed, the Human Resources Function is required to issue new employees or collaborators with a declaration acknowledging that the Model and the Code of Ethics have been read and undertaking to comply with them.

All declarations acknowledging that the Model has been read and undertaking to comply with it are retained by that Function.

Every update to the Model is duly communicated to personnel, with a recommendation to the heads of each Function to disseminate the updated version of the Model.

Appropriate training is also provided for the Company’s personnel and collaborators on the contents of the Decree and the Model.

This training is divided into the following two stages:

• -general training, intended to inform Recipients of the requirements of the Decree and the contents of the Model adopted by the Company;
• -specific training for those working in sensitive areas, intended to inform Recipients in particular of the specific risks to which the area in which they work is exposed, and of the principles of conduct and corporate procedures they must follow in carrying out their activities. The Human Resources Function is responsible for determining the training courses, their timing and the arrangements for delivering them, with support from the Supervisory Body in determining how course attendance and the quality of the content of training programmes are to be monitored.

The heads of each Function are required to inform their collaborators about the Model and to ensure their participation in the relevant training courses.

The information and training activities actually carried out are appropriately documented, and the relevant documentation is retained by the Human Resources Function.

The information and training system is continuously reviewed and, where necessary, amended by the OdV, in collaboration with other heads of Function for matters within their respective areas of responsibility.

6.2 Third parties to whom the Model applies

Communication of the contents and principles of the Model also extends to third parties that have contractually governed collaborative relationships with the Company or represent the Company without being employed by it (for example: business partners, consultants and other external collaborators, however described).

The Company assesses the methods (e.g. appropriate publication on the website according to the different types of external collaborators and partners) by which to inform these persons of the policies and procedures followed by the Company as a result of adopting the Model and the Code of Ethics. It also provides for the inclusion of appropriate contractual clauses requiring these persons to comply with the provisions of the Model, failing which sanctions may be applied or the relationship terminated.

7. Criteria for updating and adapting the Model

Except as expressly provided below, the Company’s administrative body has exclusive authority to adopt and amend the Model, which must be suitable for preventing the commission of offences in general and, in particular, the offences and administrative violations referred to in the Decree. In particular, the administrative body promptly amends the Model whenever the Supervisory Body, another Function of the Company or any other person within it identifies significant breaches or circumvention of its requirements that reveal its inadequacy, even if only partial, in ensuring the effective prevention of criminal acts.

Furthermore, the Sole Director promptly updates the Model, in whole or in part, including on a proposal from the Supervisory Body, whenever changes or amendments occur:

1. a)in the legislative and regulatory framework governing the Company’s activities, including its self-regulatory component;
2. b)in the Company’s corporate structure, organisation or organisational units;
3. c)in the Company’s activities or in relation to the goods or services offered to customers;
4. d)in relation to other or different factors and circumstances essential to the outcome of the so-called risk mapping exercise.

The functional units concerned promptly develop and make changes to the procedures within their remit as soon as such changes appear necessary for the effective implementation of the Model, in accordance with letters a), b), c) and d) above.

Proposals to amend the Model, as referred to in letters a), b), c) and d) above, are communicated in advance to the OdV, which must promptly express an opinion. If the administrative body considers that it should depart from the OdV’s opinion, it must provide adequate reasons.

The Sole Director may, however, make amendments of a purely formal nature to the Model or to corporate Procedures where these are necessary to improve its clarity or efficiency. The amendments are immediately communicated to the OdV for ratification.

The OdV must promptly notify the Sole Director in writing of facts suggesting that amendment or revision of the Model is appropriate or necessary.

The foregoing provisions apply, insofar as compatible, to the adoption by the functional units concerned of new procedures, or the amendment of existing procedures, necessary for the implementation of the Model. New procedures and amendments to existing procedures must be promptly communicated to the OdV.