1. GENERAL PRINCIPLES

1.1 Scope, recipients and communication

It is Notice’s primary objective to pursue the best results in carrying out its business, respecting the laws and regulations in force in all the countries in which it operates.

The Code of Ethics is the official document that collects all the ethical and behavioral rules adopted by the Group as the foundation of its business.

This document is aimed at all those who work for the Novantel  Company.

The Code applies at all times of work and for all relationships with internal and external public or private entities, both in Italy and in all countries where Novantel operates.

The Company informs all recipients of the provisions and application of the Code, recommending compliance with it.

In particular, the company provides:

• the dissemination of the Code to the recipients;
• the interpretation and clarification of the provisions contained in the Code;
• verifying effective compliance with the Code;
• updating the provisions of the Code with regard to the needs that arise from time to time.

It is possible to consult and download the Code on the website www.afinnaone.com

1.2 Responsibility

Each Recipient carries out his own work and its performance with diligence, efficiency and fairness, making the best use of the tools and time at its disposal and assuming the responsibilities related to the obligations, in compliance with current legislation, as well as with the procedures and skills established by the company Novantel.

Recipients, also in compliance with current legislation, must refrain from engaging in conduct contrary to the provisions contained in the Code and must promptly report the following information to the subjects responsible for receipt:

• any information regarding the violation, or possible violation, of the provisions contained in the Code;
• any request or proposal that leads to the violation of the Code that has been submitted to them.

It is the task of the heads of the individual offices to make their subordinates and colleagues understand and collaborators the importance of respecting the provisions contained in the Code and directing them to the necessary observance and implementation.

1.3 Correctness and professionalism

All the actions and operations carried out and the behaviors held by each of the Recipients in the performance of the function or assignment, are inspired by the legitimacy under the formal and substantive aspect, according to the current regulations and internal procedures, as well as by the correctness collaboration, loyalty and mutual respect.

The Code of Ethics applied by the Novantel company aims to build a relationship of trust and respect with all the people and all the realities considered an asset for the company’s activity: customers, shareholders, public institutions, suppliers and employees and collaborators.

To achieve these objectives, some general principles must be observed:

• the recipients do not use for personal purposes information, goods and equipment at their disposal in the performance of their function or assignment;
• each employee must diligently guard the company assets and use them for legitimate purposes and correctly, reporting any improper use in the ways indicated by the companies;
• all actions undertaken must be carried out in full compliance with the law and the principles of fair competition, managed with the utmost fairness of relations and appropriately documented because they are inspired by the completeness and transparency of the information;
• relations with public authorities must be inspired by maximum transparency and willingness to collaborate, in full compliance with the institutions they represent;
• the recipients are required to diligently comply with the laws in force, the Code and internal regulations. In no case can the pursuit of the Group’s interest justify conduct that is not honest and does not comply with current legislation;
• Company employees must refrain from competing with those of the latter, respect company rules and abide by the precepts of this Code, compliance with which is also required pursuant to and for the purposes of art. 2104 of the civil code;
• each Recipient does not accept, nor carry out, for himself or for others, pressure, recommendations or reports, which could damage the Company or undue advantages for himself or for third parties; each Recipient also rejects and does not make undue promises and / or offers of money or other benefits, unless the latter are of modest value and not related to requests of any kind. In particular, it is forbidden to distribute and / or receive free gifts and gifts outside of the provisions of company practice, i.e. any form of gift offered or received, exceeding normal commercial or courtesy practices, or in any case aimed at acquiring preferential treatment in the conduct of any business activity. Therefore, any form of gift to Italian and foreign public officials is also prohibited, (even in those countries where the giving of gifts is a widespread practice), or to their relatives, which could influence the independence of judgment or induce them to ensure any advantage for the Company. The gifts allowed are always characterized by the smallness of their value or because they are aimed at promoting initiatives of character artistic or the brand image of the Company. The gifts offered, except for those of modest value, must be adequately documented to allow the prescribed checks;
• if the Recipient receives an offer or a request for benefits from a third party, except for gifts of commercial use or of modest value, he does not accept said offer, nor adheres to said request and immediately informs his superior or the person to whom is required to report for appropriate initiatives.

1.4 Conflict of interest

A conflict of interest occurs when an employee or a collaborator engaged in carrying out an assignment on behalf of the company, has an actual or potential private interest, which is:

• contrary to the best interest of the company;
• so relevant that it influences judgment or impartial behavior that must always be guaranteed.

By way of example only, cases of “conflict of interest” are to be considered:

• the involvement of the employee or collaborator or their family members in the activities of suppliers, customers, competitors;
• the use of information, acquired in the performance of work activities, for one’s own benefit or that of third parties and in any case in contrast with the interests of the company;
• the acceptance of money, favors or other benefits by persons who have, or would like to have, business relationships with the company.

Employees and collaborators are required to:

• avoid actions, situations, personal relationships that may lead to the conflict between the personal interest and that of the company, or affect the ability to judge or act impartially;
• comply with the regulations indicated by the Company, relating to the use of confidential information for the purchase and sale of shares or the use of financial instruments of the company, while avoiding illegal use of the information obtained in carrying out one’s business;
• request the authorization of their manager before continuing or undertaking initiatives when they are, or suspect they are, in a situation of conflict of interest;
• the recipients inform their superiors or contact persons without delay of situations or activities in which they could be holders of interests in conflict with those of the company (or if these interests are close joint owners) and in any other case in which reasons of convenience arise. The recipients respect the decisions that are made by the company concerned in this regard, refraining, in any case, from carrying out operations in conflict of interest.

1.5 Confidentiality

The recipients ensure the utmost confidentiality in relation to news and information constituting the corporate assets or inherent to the Company’s activities in compliance with the provisions of the law, the regulations in force, and this Code.

The company undertakes to protect information relating to Employees, Directors and Collaborators, generated or acquired within the corporate structure and / or in the management of business relations, and to avoid any misuse of such information.

Confidential information is all information learned in the performance of work activities, and not in the public domain, the dissemination and use of which may cause danger or damage to the company and / or undue gain of the employee or collaborator.

At all times, in particular during the stipulation and execution of contracts, the duty of confidentiality must be strictly observed both in relations with strangers to the negotiation, both in relations with the press, and in relations with persons not authorized to communicate.

It is contrary to the law and therefore strictly prohibited any form of exploitation, use for economic purposes, direct investment or through third parties, which finds its source in confidential company news.

2. RELATIONS WITH EMPLOYEES AND OTHER REFERENCE COMMUNITIES

2.1 Employees

Loyalty, passion, ability, professionalism, seriousness and staff preparation are fundamental values for the success of Novantel.

An important heritage that Novantel wants to maintain and develop through policies based on respect, trust and enhancement, with particular attention to:

• training activities and the continuous expansion of the skills and knowledge of each employee;
• respect for merits and skills, in relation to the real needs of the company, avoiding favoritism and concessions, even in the choice phase;
• the recognition of a correct relationship of equal opportunities.

Against this commitment, the employee must:

• cultivate and encourage society to continuously acquire new skills, abilities and knowledge;
• always operate in full compliance with the roles and responsibilities that have been assigned to him by the organizational structure, also to allow correct activation of the chain and internal controls and the definition of a precise framework of responsibilities.

Novantel in carrying out business relations is inspired by the principles of legality, loyalty, correctness, transparency and efficiency.

Employees and Collaborators must follow correct behavior in the affairs of interest and, in particular, in relations with the Public Administration, regardless of the competitiveness of the market or the importance of the deal, refraining from putting in place, legitimizing, accepting or encourage behaviors that are not strictly compliant with current legislation and the principles of correctness, diligence and loyalty referred to in this Code.

2.2 Relations with Public Institutions and other community representatives

The relations of the Novantel Company and of the Recipients towards local, national, EU and international public institutions (“Institutions“), as well as towards public officials or persons in charge of public service, or bodies, representatives, agents, exponents, members, employees, consultants, persons in charge of public functions, public institutions, public administrations, public bodies, including economic ones, public bodies or companies of a local, national or international nature (“Public Officials“) are entertained by each Director and by each Employee, whatever the function or assignment, or, where appropriate, by each Collaborator, in compliance with current legislation and on the basis of the general principles of correctness and loyalty.

In the specific case of a tender with the Public Administration, the company and the Recipients must operate in compliance with the law and correct commercial practice.

Novantel will never be represented, in the context of relations with Institutions or Public Officials, by Employees or Collaborators with reference to which conflicts of interest may arise.

Without prejudice to all the obligations imposed by current legislation on the matter, the company and the Recipients will refrain from undertaking (directly or indirectly) the following actions:

• examine or propose employment and / or commercial opportunities that may benefit employees of the Institutions or Public Officials, in a personal capacity;
• offer or in any way provide, accept or encourage gifts, favors or commercial or behavioral practices that are not based on the most open transparency, correctness and loyalty and, in any case, that do not comply with current applicable legislation;
• solicit or obtain confidential information that may compromise the integrity or reputation of both parties or that in any case violates equal treatment and public evidence procedures activated by the Institutions or Public Officials;
• engage in deceptive conduct that may lead the Public Administration into a technical-economic evaluation error of the products and services offered / provided;
• allocate contributions, subsidies, public funding for purposes other than those for which they were obtained;
• provide any information requested, in an untruthful, complete, accurate, valid, verifiable and non-timely manner.

The company, if it deems it appropriate, can support programs of public bodies aimed at achieving utility and benefits for the community, as well as the activities of foundations and associations, always in compliance with current regulations and the principles of the Code.

2.3 Relations with customers and suppliers

The Company pursues its business success on the markets by offering quality products and services at competitive conditions and in compliance with the rules set up to protect fair competition.

The selection of suppliers and the determination of the purchase conditions are based on an objective assessment of the quality and price of the good or service, as well as guarantees of assistance and timeliness.

In supply relationships, the company undertakes to:

• observe the internal procedures for the selection and management of relations with suppliers;
• not preclude any supplier company, in possession of the required requisites, the possibility of competing to win a supply by adopting objective evaluation criteria in the selection, according to declared and transparent methods;
• obtain the collaboration of suppliers in constantly ensuring the satisfaction of the needs of the company’s customers in terms of quality, cost and delivery times to an extent at least equal to their expectations;
• maintain a frank and open dialogue with suppliers, in line with good business practices.

2.4 External collaborators and consultants

The company selects external collaborators (agents, representatives, etc.) and consultants with absolute impartiality, autonomy and independence, considering competence and professionalism as the only elements of judgment.

All employees who have relationships with external collaborators and consultants must become witnesses of the Company’s policies and values, contributing to their dissemination and knowledge.

The company expects external collaborators and consultants to behave in compliance with the principles contained in the Code, on which they have been informed by the company itself. Different behaviors can be considered serious breach of the duties of correctness and good faith in the execution of the contract, a reason for damage to the fiduciary relationship and just cause for termination of contractual relationships.

2.5 Political and trade union organizations: independence and respect

Any contribution, direct or indirect, in any form, to political and trade union parties, movements, committees and organizations, their representatives and candidates is prohibited, except those due on the basis of specific provisions of law and in compliance with the forms and contents and the methods provided for in them.

3. HEALTH, SAFETY AND ENVIRONMENT

As part of its business, the Company is inspired by the principle of safeguarding the environment and pursues the objective of protecting the safety and health of the Recipients.

The Company’s business must be managed in full compliance with current legislation on prevention and protection.

Research and technological innovation must be dedicated in particular to the creation and promotion of products and processes that are increasingly compatible with the environment and characterized by increasing attention to the safety and health of the Recipients.

4. INTERNAL POLICIES

The Company recognizes that human resources are a factor of fundamental importance for the development of the company. The management of human resources is based on respect for the personality and professionalism of each of them in the general framework of the current legislation.

It is the duty of each Company to promote and develop the attitudes and work skills of each Employee.

The Company is aware that the high professionalism achieved by its Employees and the dedication of the same to the company are essential and decisive factors for the pursuit and achievement of their objectives.

4.1 Harassment in the workplace

The Company requires that no harassment is given in internal and external work relationships, meaning as such:

• the creation of an intimidating, hostile or isolating work environment towards individuals or groups of workers;
• unjustified interference with the performance of other people’s work;
• the obstacle to the individual job prospects of others for mere reasons of personal competitiveness.

4.2 Use of alcohol or drugs

The Company requires its Recipients to help maintain a work environment that is respectful of the sensitivity of others. It will therefore be considered conscious assumption of the risk of damage to these environmental characteristics, during the working activity and in the workplace:

• to work under the effects of alcoholic substance abuse, narcotic substances or substances having a similar effect;
• consume or transfer drugs for any reason during the course of work.

The Company undertakes to favor the social actions envisaged on the matter by collective bargaining.

4.3 Smoke

Without prejudice to the general prohibitions on smoking in the workplace, where this generates danger and in any case in all those work environments marked by specific indications, the Company, in situations of working together, will take particular account of the condition of those who experience physical discomfort in the presence of smoke and ask to be protected from contact with so-called “passive smoking” in your workplace.

4.4 Accounting control and transparency

The Recipients undertake, in accordance with their respective functions and duties, to ensure that the facts relating to the management of the company are represented correctly and truthfully in the Company’s accounts.

The documents certifying the accounting registration activity must be able to allow the rapid reconstruction of the accounting operation, the identification of any error, as well as the degree of responsibility within the individual operational process.

It is the obligation of the Recipients, always within the scope of their respective functions and duties, check the correctness and truthfulness of the accounting records and disclose any errors, omissions and / or falsifications of the same to those responsible.

The completeness and clarity of accounting data, reports and financial statements represent a fundamental value:

• in relations with shareholders who must have easy access to transparent and reliable corporate information;
• in relations with the market, in general, and with all those who come into contact with the companies, who must be able to have a clear image of the patrimonial, economic and financial situation of the company;
• in relations with supervisory bodies.

4.5 Responsibilities and communication channels

The Directors, Executives and Department Managers of the Company have a priority responsibility in relation to the Code.

In this sense they must:

• follow a behavior in line with the values and principles of the Code, such as to set an example for their collaborators;
• help collaborators so that they perceive compliance with the Code as an essential part of the quality of their work;
• encourage collaborators to analyze together the aspects related to the application and interpretation of the Code.

When an employee or a collaborator is not sure that he will act or can act in compliance with the provisions of this Code, he must always promptly consult with his superiors.

In order to ensure the effective application of the Code, the Company provides information channels through which all those who become aware of any illegal behavior can report freely, directly and confidentially to the top management and to the Supervisory Body. (according to the procedures defined within the companies).

The task of supervising the functioning and observance of the Code is entrusted to the Supervisory Bodies set up in compliance with the requirements of Legislative Decree 231/2001 and subsequent amendments.

5. PENALTY PROVISIONS

Compliance with the rules of the Code must be considered an essential part of the contractual obligations of the Employees pursuant to and for the purposes of Article 2104 of the Civil Code, referred to above. The violation of the rules of the Code may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, in compliance with the procedures provided for by art. 7 of the Workers’ Statute, with all legal consequences, also with regard to the preservation of the employment relationship, and may entail compensation for damages deriving from the same.

The sanctions will be applied in compliance with the provisions of law and collective bargaining and will be proportionate to the gravity and nature of the facts.

Violations of the Code of Ethics by the Directors must be communicated by the Supervisory Body, to the Administrator (or to the Shareholders’ Meeting) and to the Board of Statutory Auditors (where required), who will take the appropriate initiatives in accordance with the law.

Compliance with the Code must be considered an essential part of the contractual obligations assumed by the Collaborators and / or by subjects having business relations with the companies.

The violation of the rules of the Code may constitute a breach of contractual obligations, with all legal consequences, also in relation to the termination of the contract and / or the assignment and may result in compensation for damages deriving from the same.

6. FINAL PROVISIONS

This Code has been approved. Any changes and / or additions to the same will be approved by the Chief Executive Officer (or Board of Directors or by the Shareholders’ Meeting) and promptly disseminated to the Recipients.