Ethical Code

Document approved by the Board of Directors by resolution on 27.11.2023

CONTENTS

1. INTRODUCTION

2. RECIPIENTS OF THE ETHICAL CODE

3. ETHICAL PRINCIPLES

3.1. PRINCIPLE OF LEGALITY

3.2. VALUE OF THE PERSON

3.3. HONESTY AND INTEGRITY

3.4. COMBATING CORRUPTION

3.5. PROTECTION OF INTELLECTUAL AND INDUSTRIAL PROPERTY

3.6. CONFIDENTIALITY AND PERSONAL DATA PROTECTION

3.7. MANAGEMENT AND USE OF INFORMATION SYSTEMS

3.8. FAIR COMPETITION

3.9. FINANCIAL RESOURCE MANAGEMENT AND ACCOUNTING TRANSPARENCY

3.10. CONFLICT OF INTEREST

3.11. ENVIRONMENTAL PROTECTION

3.12. HEALTH AND SAFETY IN THE WORKPLACE

4. CONDUCT GUIDELINES FOR INTERNAL AND EXTERNAL RELATIONS

4.1. RELATIONS WITH CLIENTS

4.2. RELATIONS WITH SUPPLIERS

4.3. RELATIONS WITH EMPLOYEES AND COLLABORATORS

4.4. RELATIONS WITH THE COMMUNITY

4.5. RELATIONS WITH PUBLIC ADMINISTRATION, JUDICIAL AUTHORITIES, AND REGULATORY AUTHORITIES

5. IMPLEMENTATION AND MONITORING OF THE ETHICAL CODE

5.1. COMMUNICATION AND DISSEMINATION OF THE ETHICAL CODE

5.2. VIOLATIONS OF THE ETHICAL CODE

5.3. OVERSIGHT OF THE ETHICAL CODE

1. INTRODUCTION

This Ethical Code (hereinafter, the "Ethical Code"), approved by the Board of Directors of TrueItalian Experience S.r.l. (hereinafter also “TrueItalian Experience” or the “Company”), establishes the ethical principles and conduct criteria that the Company upholds in its business activities. It also sets the standards that must guide the behavior of all those who collaborate with the Company, both internally and externally, and who participate in any capacity in pursuing the corporate purpose.

Adherence to the contents of the Ethical Code by all those operating for the Company is essential to the proper functioning, reliability, reputation, and continuity of the Company itself.

The Ethical Code is an integral part of the Organization, Management, and Control Model (hereinafter, the “Model”) adopted by the Company in accordance with Legislative Decree No. 231 of June 8, 2001, concerning the "Regulation of the administrative liability of legal entities, companies, and associations, including those without legal personality, pursuant to Article 11 of Law No. 300 of September 29, 2000" (hereinafter, the “Decree”), which introduced administrative liability for entities in Italian law.

With reference to the Italian legal system, the Ethical Code introduces and makes binding upon the Company the principles and rules necessary for the reasonable prevention of the offenses specified in the Decree.

Due to their nature, the provisions of the Ethical Code cannot foresee every possible behavior or situation; rather, they set forth principles and general conduct criteria, the observance and implementation of which are entrusted to the sense of responsibility and interpretative ability of the Recipients (as defined below), while preserving disciplinary assessment of behaviors in applicable cases.

2. RECIPIENTS OF THE ETHICAL CODE

This Ethical Code is binding for the members of corporate bodies, employees, collaborators, agents, suppliers, and more generally all those who work with the Company (hereinafter, the "Recipients").

Each Recipient, within the responsibilities connected to their role, must provide the highest level of professionalism at their disposal and diligently perform the assigned tasks. In no case may the pursuit of the Company’s interest justify improper conduct. Thus, Recipients shall never consider themselves authorized to act, to obtain an advantage or to promote an interest of the Company, in violation of the ethical principles and conduct criteria set forth in this Ethical Code.

The Company is committed to adopting and promoting useful, appropriate, and effective measures to ensure that all Recipients are in a position to understand and comply with this Ethical Code.

3. ETHICAL PRINCIPLES

The Company considers compliance with the following ethical principles essential. Therefore, the Recipients of this Ethical Code must adhere to these principles when carrying out activities in the interest or to the benefit of the Company.

3.1 Principle of Legality

The Company complies with all laws and, in general, any local, national, or international regulations applicable in Italy and in any other country where it operates, provided these do not conflict with the fundamental principles of the Italian Constitution. To ensure compliance with this principle, the Company has adopted the Model. Compliance with the law also includes full cooperation with Public Authorities, the Judiciary, and Regulatory Authorities in case of investigations or requests for information of any kind. Therefore, Recipients, in the performance of their duties, must respect and ensure compliance with current laws and regulations, aligning their actions and behaviors with the principles, goals, and commitments set forth in the Ethical Code, which they are required to know, respect, and implement.

3.2 Respect for the Value of the Individual

Respect for fundamental human rights is essential; therefore, the Company promotes and defends these rights in all circumstances and repudiates any form of discrimination based on gender, ethnicity, language, religion, politics, social, or personal conditions. Recipients, in disseminating information to the public, must respect human rights, uphold the dignity of individuals, and protect minors. The Company encourages and promotes gender equality.

3.3 Honesty and Integrity

In the performance of their respective duties, Recipients act with transparency and honesty, assuming the responsibilities inherent to their roles and activities. Each Recipient adheres to the Company’s mission and values in their work, acting honestly and transparently in strategies, goals, and operations. Each Recipient complies with current legal guidelines, avoids conflicts of interest, and considers the broader ethical implications of their work to avoid unintended negative consequences.

3.4 Anti-Corruption

The Company rejects corruption as a means of conducting its business. Therefore, bribery or even an attempt to bribe elected public officials, public officers, or persons charged with public service, as well as private individuals, is unacceptable and not tolerated under any circumstances. Specifically, no one may offer, promise, or give money or other benefits to obtain undue advantages for the Company or for themselves. Likewise, no one may request money or other benefits in return for performing undue services.

3.5 Protection of Intellectual and Industrial Property

The Company is particularly mindful of the importance of intellectual and industrial property and, for this reason, respects and protects the content of all forms of intellectual or industrial property, whether its own or that of others, including copyrights, patents, trademarks, trade secrets, or other intangible assets.

3.6 Confidentiality and Protection of Personal Data

The Company is committed to ensuring the confidentiality of the information in its possession and to protecting the personal data of its employees, collaborators, and third parties that is processed as part of its operations, except as required by law. The Company refrains from seeking and acquiring confidential data through illegal means. Recipients are required to strictly observe applicable laws and regulations regarding personal data protection and must not use confidential data or information for purposes unrelated to Company business. Each Recipient must comply with the procedures adopted by the Company regarding information security and must use Company resources, such as personal computers and mobile phones, in accordance with these procedures, avoiding any behavior that could compromise the functionality and security of the Company’s IT system.

3.7 Management and Use of Information Systems

The use of IT tools in the performance of work duties is subject to the terms of license agreements and applicable legal regulations. Each user of IT tools is responsible for the security of programs and the proper use of all data acquired in the performance of their functions. The use of unauthorized software or databases is prohibited.

3.8 Fair Competition

The Company recognizes that fair and honest competition is fundamental to business development. For these reasons, the Company adheres to applicable antitrust regulations and rules of fair competition and refrains from engaging in any actions or behaviors that could undermine free and fair competition.

3.9 Financial Resource Management and Accounting Transparency

In all communications with external parties, information regarding the Company and its activities must be truthful, clear, and verifiable. The Company adopts maximum transparency in commercial transactions as a basic principle, implementing the most appropriate measures to counter money laundering, self-laundering, and handling of stolen goods. The Company ensures that financial resource management complies with a system of delegations or specific authorizations for performing certain operations. Accounting transparency is based on the existence, accuracy, and completeness of information supporting related accounting entries. Each Recipient is committed to ensuring that every business transaction is accurately and promptly recorded in the Company’s accounts. Supporting documentation must be kept for each transaction to facilitate (i) recording in the accounts, (ii) identification of different levels of responsibility, and (iii) accurate reconstruction of the transaction. Each record must accurately reflect the content of the supporting documentation. It is the duty of each Recipient to report any omissions, falsifications, and/or negligence in the accounts or supporting documentation to their supervisor, with a copy of the report to be forwarded to the Supervisory Body (OdV).

3.10 Conflict of Interest

The Company recognizes and respects the right of its shareholders and collaborators to engage in investments, business, or other activities outside the Company’s interests, provided that these activities are legally permitted, compatible with the commitments made to the Company, and previously authorized. In any case, shareholders, employees, and collaborators must avoid even potential conflicts of interest. Conflict of interest situations are defined as those in which pursuing one's own interest or that of a family member or third party conflicts with the Company’s interests. Recipients have a specific obligation to report any conflicts of interest in writing to the relevant bodies, in line with the Model’s reporting requirements.

3.11 Environmental Protection

The Company contributes constructively to ecological sustainability in all its activities, with consideration for the rights of future generations. The Company’s strategy and operations are guided by principles of sustainable development, ensuring that activities are conducted in an environmentally responsible manner and in compliance with national and international environmental standards. Recipients, in the performance of their duties, commit to following all current environmental protection and conservation regulations.

3.12 Health and Safety in the Workplace

Health and safety in the workplace have always been among the Company’s primary commitments. The Company takes all necessary measures to prevent harm to the health and physical integrity of its employees and collaborators during work activities. The Company rigorously applies and requires compliance with all regulations under Legislative Decree No. 81 of April 9, 2008 (implementing Article 1 of Law No. 123 of August 3, 2007, concerning workplace health and safety) and all workplace safety regulations. In selecting its suppliers and business partners, the Company prioritizes those who demonstrate a strong commitment to health and safety compliance.

4. CONDUCT CRITERIA IN INTERNAL AND EXTERNAL RELATIONS

The conduct guidelines in this section outline the behaviors to be observed in carrying out various business activities, in accordance with the general principles inspiring this Code of Ethics. These guidelines are divided according to the parties with whom the Company interacts in the course of its activities.

4.1 Relations with Clients

The Company considers as a Client anyone who purchases and/or uses its products and/or services. The Company’s approach toward clients is based on transparency, impartiality, autonomy, independence, availability, respect, and courtesy, fostering a collaborative relationship marked by high professionalism.

4.2 Relations with Suppliers

Purchasing processes are conducted with equal opportunity for all suppliers, avoiding conflicts of interest and upholding loyalty and impartiality, as well as a strong opposition to any form of organized crime, while striving for maximum competitive advantage. Supplier selection and purchasing terms are determined based on an objective assessment of quality, price, and the supplier’s ability to provide and ensure services of an adequate level. To ensure maximum transparency and efficiency in its supplier selection process, the Company maintains adequate traceability and retrievability of decisions made and preserves related information and documentation for periods established by current regulations.

4.3 Relations with Employees and Collaborators

The Company recognizes the central role of human resources and the importance of establishing and maintaining relationships based on loyalty and mutual trust. Employment and collaboration management is guided by respect for workers' rights, equal opportunity, and the full appreciation of their contributions, with a view to supporting their development and professional growth. The Company is committed to respecting, and ensuring respect by, its employees, contractors, and their staff for workplace health and safety laws, fostering a culture of safety, increasing risk awareness, and promoting responsible behavior. All employees and collaborators are expected to act in good faith to fulfill the obligations in their employment contracts and this Code of Ethics, delivering required performance and honoring commitments to the Company. It is strictly prohibited to work, even occasionally, under the influence of alcohol, narcotics, or similar substances. Furthermore, all employees and collaborators are expected to adhere to the Code of Ethics and the Model when making statements to Judicial Authorities to ensure the proper conduct of legal proceedings and prevent any behavior intended to withhold statements or provide false testimony in potential trials.

4.4 Relations with the Community

The Company is aware of the impact of its activities on economic and social development and on the general well-being of the community, and it carefully considers these interests in its operations. The Company does not provide contributions, benefits, or other advantages to political parties, political candidates, labor unions, or their representatives, nor to non-profit organizations, foundations, committees, or other associations, except in compliance with applicable law and regulations. Any such contributions or benefits must be expressly authorized by the designated functions and reported to the Company's independent supervisory body responsible for overseeing the functioning and observance of the Model, as stipulated in Article 6 of the Decree (hereinafter, “Supervisory Body” or “OdV”).

4.5 Relations with Public Administration, Judicial Authorities, and Regulatory Authorities

For the purposes of this Code of Ethics, "Public Administration" (hereinafter, "P.A.") refers to: Public Entities, public service concessionaires, individuals or legal entities acting as public officials, public service providers, members of EU bodies, EU officials, or officials of foreign states, judiciary authorities, public oversight authorities, etc. In interactions with the P.A., it is essential to always act in compliance with legal requirements and this Code of Ethics. Specifically, it is prohibited to: (i) present false and/or altered documents, withhold or omit required documents, information, or data of any kind, or otherwise engage in conduct intended to mislead the P.A.; (ii) influence the independence of judgment and decisions of P.A. representatives improperly or unlawfully (such as soliciting, accepting, paying, or offering, directly or indirectly through third parties, sums of money or other benefits in exchange for favors, remuneration, or other advantages for oneself or the Company); (iii) support the inducement by a public official or a public service provider who, abusing their position, solicits or induces someone to offer or promise money or other benefits unlawfully. If any Recipient receives explicit or implicit requests for benefits of any kind from P.A. officials, they must promptly notify the Supervisory Body (OdV) in writing and immediately cease all relations with those officials. (iv) Coerce, threaten, offer, or promise money or other benefits to an individual called to provide testimony before the Judicial Authority in a criminal proceeding to prevent them from testifying or to induce them to give false statements.

Only authorized and designated corporate functions may undertake commitments with the P.A., adhering strictly to applicable regulatory requirements and ensuring that the integrity and reputation of the Company remain uncompromised. For this reason, all documentation related to contacts with the P.A. must be collected and maintained. Furthermore, the Company guarantees and ensures proper administration of justice, particularly in statements made to the Judicial Authority and, in general, in managing relations with it. Specifically, the Company, in managing relations with the Judicial Authority, is committed to: (i) providing guidelines and standards of conduct based on honesty, fairness, and transparency, which collaborators, employees, managers, and corporate bodies must adhere to when called to appear before the Judicial Authority; (ii) informing the heads of relevant corporate functions of the principles they must follow in carrying out monitoring and verification activities.

The Company is committed to fully and scrupulously complying with the regulations issued by market regulatory authorities and to promptly providing the information requested by such authorities and other regulatory bodies in the performance of their duties.

5. IMPLEMENTATION AND SUPERVISION OF THE CODE OF ETHICS

The Company is committed to promoting awareness of the Code of Ethics among its Recipients, incorporating their input for updating its contents, and implementing appropriate tools to ensure the full and effective application of the Code.

5.1 Communication and Dissemination of the Code of Ethics

To ensure the correct communication and dissemination of the values and principles contained in the Code of Ethics, it is published on the Company’s institutional website and available within the corporate intranet. The Code of Ethics is explicitly acknowledged by employees upon hiring. Individuals who collaborate with the Company in various capacities must commit to adhering to the Code of Ethics by signing this commitment in their respective contracts.

5.2 Violations of the Code of Ethics

Compliance with the Code of Ethics stems from the Recipients' shared commitment to the fundamental values stated herein, particularly regarding adherence to all legal regulations in their professional activities: applying this is therefore a duty for all. The Company takes any breach of this Code of Ethics seriously and believes that fostering an ethical culture, sensitive to these principles, requires, above all, that they are respected by those making corporate decisions, thereby serving as an example and inspiration to all levels within the Company. Thus, Company leadership has the duty to ensure compliance with the Code of Ethics.

Violation of the principles in this Code of Ethics is not only a censurable disciplinary action but also a breach of the contractual obligations. Specifically, violators may face consequences based on their role: (i) If the violator is a board member, the Board of Directors, excluding the involved member, will assess potential dismissal for cause; (ii) if an employee, they may face disciplinary actions as provided by law and applicable contractual standards, recognizing that adherence to the Code of Ethics is an integral part of their work obligations under Article 2104 of the Civil Code; (iii) if bound to the Company by a different relationship, the Company may terminate such a relationship or withdraw from it without compensation, even without notice, as determined by an authorized representative. Penalties will be determined based on the specific circumstances and any recurrence of the violation, which must be clearly indicated in the related agreements.

5.3 Supervision of the Code of Ethics

Internal control bodies and the Supervisory Body (OdV) are responsible for ensuring compliance with this Code of Ethics, particularly in matters directly related to the offenses covered by the Decree and the Model adopted by the Company. All Recipients are required to cooperate in verifying compliance with the Code of Ethics and to report any attempted or actual violations, verbally or in writing, directly to the OdV.

The OdV acts to ensure adequate protection for whistleblowers against any form of retaliation, discrimination, or penalty, while safeguarding the confidentiality of the whistleblower’s identity, subject to legal obligations and the protection of the Company’s rights or those of individuals falsely accused and/or maliciously.