Ethical Code

Document approved by the Board of Directors by resolution dated 27 November 2023

Rev.1 – Change of company name – approved by the Board of Directors by resolution dated 20 December 2024.

Rev. 2 - Update - approved by the Board of Directors by resolution dated 04 September 2026

1 INTRODUCTION

This Code of Ethics (hereinafter, the “Code of Ethics”), approved by the Board of Directors of HIVE S.r.l. (hereinafter also “HIVE” or the “Company”), establishes the ethical principles and conduct criteria that guide the Company’s business activities and the behavior of all those who collaborate with the Company—whether internally or externally—and who participate, in any capacity, in the pursuit of the Company’s corporate purpose.

Compliance with the provisions of the Code of Ethics by all those working for the Company is of fundamental importance for the proper functioning, reliability, reputation, and continuity of the Company itself.

The Code of Ethics is an integral part of the Organization, Management, and Control Model (hereinafter, the “Model”) adopted by the Company pursuant to Legislative Decree no. 231 of June 8, 2001, governing 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 the administrative liability of entities into the Italian legal system.

With regard to the Italian legal system, the Code of Ethics introduces and renders binding upon the Company the principles and rules relevant to the reasonable prevention of the offenses specified in the Decree.

By their very nature, the provisions of the Code of Ethics cannot cover every possible behavior or situation; rather, they establish general principles and conduct criteria, the observance and implementation of which rely on the sense of responsibility and interpretative judgment of the Recipients (as defined below), without prejudice to disciplinary review of conduct in applicable cases.

2 RECIPIENTS OF THE CODE OF ETHICS

This Code of Ethics is binding upon 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 scope of the responsibilities associated with their role, must demonstrate the highest level of professionalism and perform assigned tasks with diligence. Under no circumstances may the pursuit of the Company’s interests justify improper conduct; therefore, Recipients may never consider themselves authorized to act—whether to gain an advantage or to further the Company’s interests—in violation of the ethical principles and standards of conduct set forth in this Code of Ethics.

The Company is committed to adopting and promoting appropriate and effective measures to ensure that all Recipients are enabled to familiarize themselves with and observe this Code.

3 ETHICAL PRINCIPLES

The Company considers adherence to the ethical principles set out below to be essential. The recipients of this Code of Ethics must therefore comply with them when carrying out activities in the interest or for the benefit of the Company.

3.1 Principle of Legality

The Company complies with all laws and, in general, all local, national, or international regulations applicable in Italy and in any other country where it operates, provided they do not conflict with the fundamental principles of the Constitution of the Italian Republic. To ensure adherence to this principle, the Company has adopted the Model.

Compliance with the law also entails full cooperation with Public Administration bodies, judicial authorities, and supervisory authorities in the event of investigations or requests for information of any kind.

Therefore, in the performance of their duties, Recipients must comply with—and ensure compliance with—applicable laws and regulations, aligning their actions and conduct with the principles, objectives, and commitments set forth in the Code of Ethics, which they are required to know, observe, and implement.

3.2 Respect for the Value of the Individual

Respect for inviolable human rights is a fundamental principle; for this reason, the Company promotes and defends these rights in all circumstances and repudiates any form of discrimination based on sex, ethnicity, language, religious or political beliefs, or social and personal circumstances.

When disseminating information and news to the public, the Recipients must act with respect for human rights and ensure the necessary dignity of individuals and the protection of minors.

The Company encourages and promotes equal gender opportunities.

3.3 Honesty and Integrity

In the performance of their respective duties, the Recipients act with transparency and honesty, assuming the responsibilities associated with their roles and the activities they carry out.

Each Recipient upholds the Company’s institutional mission and values in their work, maintaining honesty and transparency regarding strategies, objectives, and operations. Each Recipient complies with applicable legal directives, avoids conflicts of interest, and considers the broader ethical implications of their work to prevent unintended negative consequences.

3.4 Anti-Corruption

The Company rejects corruption as a means of conducting its business. Consequently, under no circumstances is it permissible or tolerated to bribe—or even attempt to bribe—holders of elected public office, public officials, persons charged with a public service, or private individuals. In particular, no one may offer, promise, or provide money or other benefits to secure improper services or advantages for the Company or for themselves. Furthermore, no one may solicit money or other benefits in exchange for performing improper services.

3.5 Protection of Intellectual and Industrial Property

The Company is keenly aware of the importance of intellectual and industrial property; consequently, it 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 information in its possession and to protecting the personal data of its employees, collaborators, and third parties processed during the course of its business activities, except where disclosure is required by law. The Company refrains from seeking or acquiring confidential data through illegal means.

Recipients are required to strictly comply with applicable laws and regulations regarding personal data protection and must not use confidential data or information for purposes unrelated to the conduct of the Company’s business.

Each Recipient must adhere to the Company’s IT security procedures and use corporate resources—such as personal computers and mobile phones—in accordance with said procedures, avoiding any conduct that could compromise the functionality or security of the corporate 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 software and the proper use of all data acquired in the course of their duties.

The use of unauthorized software or databases is prohibited.

3.8 Fair Competition

The Company recognizes that fair and honest competition is a fundamental element of business development. Accordingly, the Company complies with applicable antitrust laws and rules of fair competition, and under no circumstances engages in acts or conduct contrary to free and fair competition.

3.9 Financial Resource Management and Accounting Transparency

All external communications regarding the Company and its activities must be truthful, clear, and verifiable.

The Company adopts a fundamental principle of maximum transparency in commercial transactions and, to this end, implements appropriate measures to combat money laundering, self-laundering, and the handling of stolen goods.

The Company ensures that the management of financial resources complies with the system of delegated powers or specific authorizations required for carrying out particular transactions.

Accounting transparency is based on the existence, accuracy, and completeness of the underlying information used for accounting entries. Each Recipient undertakes to ensure that every operational event is recorded and accurately and promptly reflected in the accounting records.

Adequate documentation supporting the activity performed must be retained for every transaction in order to enable: (i) the recording of the transaction in the accounts; (ii) the identification of the various levels of responsibility; and (iii) an accurate reconstruction of the transaction. Each entry must exactly reflect the information contained in the aforementioned documentation.

It is the duty of every Recipient to report to their respective supervisor any instances of omissions, falsifications, and/or negligence regarding the accounting records or the documentation upon which those records are based. Such reports must also be submitted to the Supervisory Body.

3.10 Anti-money laundering and countering the financing of terrorism

The Company conducts its business in compliance with applicable national and international regulations regarding anti-money laundering and the countering of terrorist financing, as well as with provisions issued by competent authorities; it commits to operating in accordance with the principle of maximum transparency in commercial and financial transactions and ensures the traceability of all operations undertaken.

To this end, Hive commits to doing business exclusively with clients, consultants, and other commercial counterparties of proven good reputation and moral integrity who are engaged in lawful activities and whose financial resources are derived from legitimate sources.

Indeed, the Company firmly condemns any action or conduct by the Recipients involving the receipt of stolen goods, money laundering, or the use of proceeds, assets, or benefits derived from illicit activities, in any form or manner.

The Company also commits to complying with restrictive measures adopted by the European Union and applicable regulations, promoting conduct characterized by fairness, transparency, and legality in commercial and financial dealings, and avoiding any behavior aimed at circumventing the relevant prohibitions or restrictions.

3.11 Conflict of Interest

The Company recognizes and respects the right of its members and collaborators to engage in investments, business dealings, or other activities outside of those conducted in the Company’s interest, provided that such activities are lawful, compatible with obligations undertaken toward the Company, and—in any event—authorized in advance.

In all cases, the Company’s members, employees, and collaborators are required to avoid situations involving conflicts of interest—including potential ones—defined as situations where the pursuit of one’s own interests, or those of a family member or third party, conflicts with the interests of the Company; they have a specific obligation to report any such conflicts of interest in writing to the competent bodies, in accordance with the provisions of the Model regarding reporting.

3.12 Prohibition on the employment of third-country nationals whose stay is irregular

The Company considers the employment of individuals who are fully compliant with current immigration regulations

to be a fundamental, non-negotiable principle.

In light of the above, all recipients of this Code of Ethics must adhere to the following guidelines:

• refrain from employing personnel who do not comply with current regulations regarding residence permits and/or who cannot produce a valid residence permit;

• require all suppliers engaged to provide services or perform work in accordance with the Company’s regulations to utilize only personnel who comply with current regulations regarding residence permits and/or who can produce a valid residence permit.

3.13 Sustainability

The Company is committed to sharing the guiding principles of its sustainability strategy with all Recipients, ensuring they act responsibly in the day-to-day management of their activities.

At all levels, Hive is committed to actively identifying and pursuing opportunities to create long-term, shared, and sustainable value—for the business, its employees, customers, the communities in which it operates, and all stakeholders—by leveraging its intangible assets and its social and economic impact.

3.14 Environmental Protection

The Company contributes constructively to environmental sustainability across all its activities, with due regard for the rights of future generations.

The Company’s strategy and operational management are guided by the principles of sustainable development, with a constant focus on ensuring that activities are conducted in a manner that respects the environment and public health, in compliance with relevant national and international directives.

In the performance of their duties, the Recipients commit to complying with applicable regulations regarding environmental protection and preservation.

3.15 Protection of health and safety in the workplace

Workplace health and safety have always been among the Company’s key commitments; the Company strives by all means to prevent harm to the health and personal well-being of its employees and collaborators during the performance of their work activities.

The Company strictly applies—and requires compliance from all parties with whom it does business regarding—the provisions of Legislative Decree no. 81 of April 9, 2008 (concerning the implementation of Article 1 of Law no. 123 of August 3, 2007, on workplace health and safety) and all regulations governing workplace safety.

When selecting suppliers and business partners, the Company prioritizes those who demonstrate a commitment to complying with health and safety regulations.

3.16 Use of Social Media

The Company views social media as an extension of its connection with customers, stakeholders, and potential employees, as well as a means to foster effective and transparent dialogue with all its audiences. When posting content on social media, Hive expects all recipients to use appropriate and positive language, while ensuring respect for privacy, confidentiality, and applicable regulations and guidelines. It is strictly prohibited to share confidential or proprietary information regarding the Company via social media, or to post content that could in any way damage its image. All information shared and disseminated by Hive on social media is verified to ensure its accuracy, correctness, and completeness.

3.17 Use of artificial intelligence tools

Hive employs artificial intelligence to support business operations and innovation, in compliance with applicable regulations and the principles of fairness, transparency, and reliability, as well as human rights.

Any use of such tools must respect information confidentiality and personal data protection, while ensuring the results produced are understandable and verifiable.

Recipients are required to use these tools in a manner that avoids discriminatory effects, the dissemination of incorrect information or content that harms human dignity, and any conduct contrary to the law or the principles of this Code of Ethics.

4 CONDUCT CRITERIA IN INTERNAL AND EXTERNAL RELATIONS

The rules of conduct set out in this section are intended to outline the behaviors to be observed in the course of the Company’s various activities, in accordance with the general principles underlying this Code of Ethics. These rules are categorized according to the parties with whom the Company interacts in the conduct of its business.

4.1 Relations with Clients

The Company considers anyone who purchases and/or uses its products and/or services to be a customer.

Interactions with customers are characterized by transparency, impartiality, autonomy, independence, helpfulness, respect, and courtesy, fostering a collaborative relationship based on a high level of professionalism.

4.2 Relations with Suppliers

Procurement processes are guided by the principles of equal opportunity for all suppliers—free from conflicts of interest—fairness, and impartiality, as well as a steadfast opposition to all forms of organized crime and a commitment to achieving maximum competitive advantage.

Supplier selection and the determination of purchasing terms are based on an objective assessment of quality, price, and the ability to provide and guarantee services of an appropriate standard.

To ensure maximum transparency and efficiency in the supplier selection process, the Company guarantees the proper traceability and reconstructibility of decisions made, as well as the retention of information and documentation for the periods prescribed by applicable regulations.

4.3 Relations with Employees and Collaborators

The Company recognizes the central importance of human resources and the value of establishing and maintaining relationships with them based on loyalty and mutual trust.

The management of employment and collaborative relationships is guided by respect for workers' rights and the principle of equal opportunities, as well as by a commitment to fully valuing their contributions in order to foster their professional development and growth.

The Company is committed to complying with—and ensuring compliance by employees, collaborators in any capacity, contractors, and their respective staff with—regulations regarding workplace health and safety; it aims to consolidate and disseminate a safety culture, raise risk awareness, and promote responsible behavior.

All Company employees and collaborators are required to act in good faith, fulfilling the obligations set forth in their employment contracts and this Code of Ethics, while ensuring the proper performance of their duties and adherence to their commitments to the Company. Performing work—even on an occasional basis—while under the influence of alcohol, narcotics, or substances with similar effects is prohibited.

All Company employees and collaborators are further required to adhere to the provisions of the Code of Ethics and the Compliance Model when making statements to judicial authorities; this is to ensure the proper conduct of legal proceedings and to prevent any behavior aimed at withholding testimony or providing false statements during any potential trial.

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 strives to balance these interests in its operations.

The Company does not provide contributions, benefits, or other advantages to political parties or candidates, labor unions or their representatives, non-profit organizations, foundations, committees, or other associations, except in compliance with the law and applicable regulations.

The provision of any funding or other benefits must be expressly authorized by the relevant functions and reported to the Company’s independent control body responsible for overseeing the operation of and compliance with the Model, pursuant to Art. 6 of the Decree (hereinafter, the “Supervisory Body”).

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 bodies; entities holding public service concessions; natural or legal persons acting as public officials, persons charged with a public service, members of a European Community body, European Community officials, or foreign state officials; the judiciary; public supervisory authorities; etc.

In dealings with the P.A., it is mandatory to act at all times in compliance with legal requirements and this Code of Ethics. In particular—by way of example and without limitation—it is prohibited to: (i) present false and/or altered documents, or withhold and/or fail to produce (when required) documents, information, or data of any kind, or otherwise engage in conduct intended to mislead the P.A.; (ii) improperly and/or unlawfully influence the independent judgment and decisions of P.A. representatives (such as, for example, soliciting, accepting, paying, or offering—directly or through third parties—sums of money or other benefits to such representatives, or to their relatives or cohabitants, in exchange for favors, remuneration, or other advantages for oneself or for the Company). Acts of commercial courtesy (such as, for example, gifts or other forms of gratuities) are permitted only if they do not exceed normal commercial and/or courtesy practices and if, in any event, they do not compromise the impartiality and independent judgment of the P.A. representative; (iii) acquiesce to the conduct of a public official or a person charged with a public service who, by abusing their position or powers, induces someone to unduly give or promise money or other benefits to them or to a third party. Should any of the Recipients receive explicit or implicit requests for benefits of any kind from public administration officials, they must promptly inform the Supervisory Body in writing and immediately suspend all dealings with them; (iv) induce—by means of violence, threats, or the offer or promise of money or other benefits—a person called upon to give statements before the Judicial Authority (which may be used in criminal proceedings) to refrain from making statements or to make false statements.

Entering into commitments with the Public Administration is reserved exclusively for designated and authorized corporate functions, in strict compliance with applicable regulations, and must in no way compromise the Company’s integrity or reputation.

For this reason, documentation regarding contacts with the Public Administration must be collected and retained. Furthermore, the Company ensures the proper administration of justice—including, among other things, regarding statements made to judicial authorities and the general management of relations with them. In particular, when managing relations with judicial authorities, the Company commits to: (i) providing guidelines and principles of conduct based on honesty, fairness, and transparency that collaborators, employees, executives, and corporate bodies must follow if summoned to appear before judicial authorities; and (ii) specifying the principles that heads of relevant corporate functions must apply when carrying out control, monitoring, and verification activities.

The Company commits to full and scrupulous compliance with rules issued by market regulatory authorities and to providing, in a timely manner, information requested by them and by other regulatory bodies in the exercise of their functions.

4.6 Donations, gifts, and sponsorships

When conducting business or representing the Company, it is prohibited to offer—directly or indirectly—money or benefits of any kind to clients, suppliers, or employees of public or private entities for the purpose of obtaining undue advantages. Acts of business courtesy, such as gifts, gratuities, or forms of hospitality, are permitted provided they are of modest value, remain within the limits set by law and regulations, and do not compromise the integrity or reputation of either party or risk being interpreted by an impartial observer as intended to secure improper advantages. In any event, such expenses must always be authorized by the relevant corporate function and adequately documented.

Sponsorships must contribute to promoting an ethical and responsible corporate image. All sponsorship activities must comply with applicable regulations and be managed with the utmost transparency and traceability, regarding both the disbursement process and the reporting of resources used.

All sponsorship contributions must be made transparently and governed by a written agreement; they must pursue legitimate business objectives and be commensurate with the value provided by the event organizer. Furthermore, such contributions must not be promised, offered, or made to secure improper competitive advantages for the Company or for other undue purposes (e.g., acquiring new clients), nor may they be allocated to events organized by individuals or organizations whose objectives are incompatible with corporate principles or would damage the Company’s reputation.

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 into the updating of its contents, and establishing appropriate mechanisms to ensure the full and effective application of the Code of Ethics itself.

5.1 Communication and Dissemination of the Code of Ethics

To ensure the proper communication and dissemination of the values and principles set forth in the Code of Ethics, the document is published on the Company’s corporate website and is also available on the company intranet.

Employees explicitly accept the Code of Ethics upon hiring.

Parties collaborating with the Company in any capacity must commit to complying with and adhering to the Code of Ethics by signing an undertaking to that effect within their respective contracts.

5.2 Violations of the Code of Ethics

Adherence to the Code of Ethics must stem from the Recipients’ shared commitment to the fundamental values set forth therein—particularly the requirement for every Recipient to strictly and punctually comply with all legal regulations while performing their work duties; thus, applying the Code is a duty incumbent upon everyone.

The Company takes violations of this Code of Ethics seriously. It believes that fostering and consolidating a corporate culture attuned to the ethical principles mentioned herein requires, first and foremost, that these principles be upheld by those who drive corporate decision-making, thereby setting an example and providing encouragement for everyone working for the Company at any level. Consequently, senior management has a duty to ensure the implementation of and compliance with the provisions of the Code of Ethics.

Violation of the principles set forth in this Code of Ethics constitutes conduct subject to disciplinary action, as well as a breach of obligations arising from the contractual relationship.

In particular, the party responsible for the violation shall be subject—in addition to any liabilities and sanctions imposed by law—to the sanctions listed below, which vary according to the status of the violator: (i) if the violator is a member of the Company’s administrative body, the Board of Directors (excluding the member in question) shall evaluate whether to revoke their appointment for just cause; (ii) if the violator is an employee, they shall be subject to potential disciplinary sanctions as provided by law and applicable contractual provisions (including collective bargaining agreements), given that—pursuant also to Article 2104 of the Civil Code—compliance with the obligations set out in this Code of Ethics is considered an integral part of the obligations inherent in the employment relationship; (iii) in the event that the individual is bound to the Company by a relationship other than those specified above, the Company reserves the right to terminate such relationship or otherwise withdraw from it—without obligation to pay any indemnity or compensation and potentially without prior notice—pursuant to a decision made by a person vested with the necessary authority. When determining the sanction, the specific circumstances of the case and any repeated nature of the violation shall be taken into account; this right must be expressly stated in the instruments establishing such relationships.

5.3 Reporting of violations of the Code of Ethics

Hive strongly recommends and encourages the reporting of actual or suspected violations of this Code of Ethics. The Company takes seriously all reports of violations—or suspected violations—of the Code of Ethics and/or internal and external regulatory frameworks, provided such reports contain specific and substantiated details. To this end, Hive has implemented procedures governing the receipt and handling of reports, in alignment with international whistleblowing regulations and standards.

Any violation or suspected violation of the Code of Ethics must be reported immediately via the dedicated channels made available by the Company.

Hive guarantees the confidentiality of reports received and ensures that the identities of both the whistleblower and the person reported are protected in compliance with privacy laws and applicable regulations.

The Company expressly prohibits any act of retaliation or discrimination—whether direct or indirect—against the whistleblower or anyone who has raised concerns in good faith regarding compliance with the Code or ethical matters.

5.4 Supervision of the Code of Ethics

Bodies responsible for internal control are tasked with monitoring compliance with this Code of Ethics, as is the Supervisory Body—the latter specifically regarding matters directly related to the offenses contemplated in the Decree and the Model adopted by the Company.

In any event, all Recipients are required to cooperate in verifying compliance with the Code of Ethics and to report any violations—including attempted violations—thereof, either verbally or in writing, directly to the Supervisory Body.

The Supervisory Body acts to ensure adequate protection for whistleblowers against any form of retaliation, discrimination, or adverse action, while also guaranteeing the confidentiality of the whistleblower's identity, subject to legal obligations and the protection of the rights of the Company or of individuals accused erroneously and/or in bad faith.