Code of Ethics

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1. Introduction

This document, called the Code of Ethics, sets out the principles to which Polo Innovativo srl conforms its activity and the rules of conduct that govern relations with those who operate within its organisational context and with the third parties with whom the Company enters into relations.

Polo Innovativo was founded in Brescia in 2022 and operates as a business accelerator and incubator. Since 2025 it has been a Certified Incubator (Incubatore Certificato) under the Ministry of Enterprises and Made in Italy (Ministero delle Imprese e del Made in Italy). The Company supports established companies and start-ups in pathways of process efficiency, growth and applied research, and is accredited by the Lombardy Region (Regione Lombardia) as a training body.

The nature of the activity carried out makes compliance with ethical rules a condition of the very practice of the trade. Polo Innovativo has access to the production processes, data and strategic choices of the companies it assists, selects technologies and suppliers on their behalf, supports the submission of applications for incentives drawing on public funds and hosts start-ups at a stage in which the disparity in experience between the parties is at its greatest. In each of these circumstances the Company holds a position of informational advantage, and the trust placed in it is the prerequisite of the engagement.

The Company operates management systems certified by an accredited third-party body: quality according to the ISO 9001 standard, environmental protection according to the ISO 14001 standard, occupational health and safety according to the ISO 45001 standard and information security according to the ISO/IEC 27001 standard. The identifying details of the certificates, the editions of the standards applied and their respective scopes of application are set out in Annex A to this Code, which is updated without the need to revise the document.

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1.1 The mission of Polo Innovativo

Polo Innovativo helps companies to produce verifiable results. The method adopted starts from a circumscribed scope, measures the return on the intervention with the company’s real data and makes the next step conditional on confirmation of that result. The same capability is applied to the companies that are born within the incubator and to those that have been operating for decades.

The Company operates in the conviction that innovation must go hand in hand with sustainability, and integrates environmental, social and governance criteria into its strategic and operational choices.

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1.2 The values of Polo Innovativo

Verifiability. What is promised to a company must be measurable. When the return on a project is uncertain, the Company declares it before starting.

Independence. The Company has no mandate ties with the technology suppliers it selects on behalf of its clients, and preserves this condition as a guarantee of the quality of its judgement.

Competence. Working groups are composed by choosing specialists who have already achieved results in the subject matter of the engagement.

Responsibility. The Company answers for its choices to its shareholders, workers, assisted companies, institutions and the community in which it operates.

Polo Innovativo recognises as stakeholders its shareholders, workers and collaborators, client companies, incubated companies, specialists and suppliers, public institutions and research bodies, credit institutions and financing parties, as well as the communities in which the Company is present through its locations.

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1.3 The value of ethics

The Code of Ethics makes explicit what the Company owes to its counterparties and offers the latter a benchmark against which to judge its conduct. The document consists of three interconnected parts: the general principles, which set out the values to which the Company adheres; the rules of conduct, which translate those values into rules applicable to each category of relationship; and the provisions on implementation, which describe the control instruments and the consequences of violations.

Compliance with the Code does not exhaust the obligations of the addressees, who remain bound to comply with the law, internal procedures and the contractual commitments undertaken. No provision of the Code may be interpreted as authorising conduct contrary to mandatory rules.

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1.4 Validity and application of the Code

The addressees of this Code are:

• shareholders and members of the corporate bodies;
• employees, at whatever level they are classified;
• collaborators, temporary workers, trainees and those who work on a stable basis at the Company’s locations;
• external specialists, consultants, trainers, suppliers of goods and services and persons acting in the name of or on behalf of the Company.

Addressees are required to know the Code and to conform their conduct to it. Knowledge and acceptance of its provisions are a condition for the establishment and continuation of collaboration relationships. The Code applies to the activity carried out at both of the Company’s locations, including initiatives conducted at the Termini Imerese site.

The Company pursues the objective of progressively extending the Code to business relationships, so that it becomes a common reference point with its counterparties. To this end the document is made available to suppliers, external specialists and client companies, and acknowledgement of its provisions is referred to by means of a specific clause in newly signed contracts and in renewals, according to a gradual implementation plan defined by the Sole Director (Amministratore Unico).

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1.5 Relationship with the Organisation, Management and Control Model

Polo Innovativo has adopted the Organisation, Management and Control Model (Modello di organizzazione, gestione e controllo) provided for by Legislative Decree No. 231/2001 (D.Lgs. 231/2001), currently in force, and has established the Supervisory Body (Organismo di Vigilanza) responsible for verifying compliance with it.

The Code of Ethics sets out principles that bind the Company’s conduct even outside the matters covered by the decree.

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2. General principles

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2.1 Legality

Polo Innovativo carries out its activity in compliance with the laws and regulations in force in the legal systems in which it operates. Addressees observe this obligation even where non-compliance would prove advantageous to the Company. Ignorance of the applicable rules is no justification: anyone with doubts about the lawfulness of a course of conduct consults their manager or the Supervisory Body in advance.

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2.2 Honesty and fairness

Addressees act with loyalty in internal and external relations, and refrain from pursuing undue advantages for themselves or for others. The interest of the Company never justifies dishonest conduct, nor does the expectation of an economic benefit allow the rules of this Code to be derogated from.

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2.3 Impartiality and prohibition of discrimination

In decisions affecting relations with its counterparties, from the selection and development of staff to the choice of suppliers, from admission to incubation programmes to access to services, Polo Innovativo Srl guarantees equal opportunities and strictly refrains from any form of discrimination. Every choice is guided exclusively by criteria of merit, fairness and transparency, rejecting any prejudice based on gender, gender identity and expression, age, sexual orientation, state of health, disability, ethnic or national origin, socio-economic conditions, religious beliefs, political opinions or trade union membership. The Company undertakes to actively promote an inclusive environment that protects the dignity and values the uniqueness of each individual.

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2.4 Transparency and completeness of information

The information the Company provides to its counterparties is truthful, complete and comprehensible. This obligation is particularly important in presenting the expected results of a project: estimates of economic return are formulated on the basis of the available data and accompanied by an indication of the assumptions on which they are based and of the margins of uncertainty that characterise them.

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2.5 Confidentiality

Polo Innovativo safeguards the information it holds and refrains from seeking confidential data outside authorised cases. Addressees keep confidential the information learned by reason of their assignment and do not use it for purposes unrelated to it.

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2.6 Independence of professional judgement

When the Company acts as adviser in the choice of information systems, technologies or suppliers, the judgement expressed is based exclusively on the interest of the assisted company. The Company does not accept fees, commissions or benefits of any kind from parties whose offer is under evaluation. Any existing commercial relationship with a supplier that falls within the scope of an evaluation is disclosed to the client company before the evaluation begins.

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2.7 Value of people

The skills and well-being of the people who work there are the Company’s main asset. Polo Innovativo promotes their continuous growth through training and the assignment of responsibilities consistent with the experience gained and professional aptitudes. The Company guarantees merit-based career paths and recognises fair pay conditions appropriate to the role held, in full compliance with the applicable contractual provisions. Polo Innovativo also undertakes to foster a stimulating and flexible working environment that protects health, safety and the reconciliation of professional and private life.

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2.8 Integrity and dignity of the person

The Company guarantees the physical and moral integrity of those who work within it and working conditions that respect individual dignity. Polo Innovativo prohibits and condemns acts of psychological violence, harassment of any kind and behaviour that, because of its offensive or intimidating nature, harms a person in their convictions or orientations. The company makes its whistleblowing platform available to all internal and external stakeholders for reporting any abuse of this kind.

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2.9 Professionalism and competence

Assignments are entrusted to persons who meet the competence and experience requirements demanded by the subject matter. When an assignment exceeds the skills available in-house, the Company uses selected specialists and declares their involvement to the client company. No project or mandate is accepted solely in order to saturate internal production capacity or to maximise profit: taking on an assignment is always conditional on the real ability to generate tangible value and to guarantee the quality standards promised to the client.

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2.10 Fair competition

Polo Innovativo competes in the market in compliance with national and European competition law. The Company does not enter into agreements capable of restricting competition, does not obtain information on competitors by unlawful means and refrains from disparaging their work.

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2.11 Responsibility towards the community and the territory

The Company regards the territorial context in which it operates as an integral part of its sphere of responsibility. Its dissemination, training and supply-chain aggregation activities are carried out with the intention of making accessible to companies knowledge that would otherwise remain the preserve of a few organisations.

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2.12 Environmental protection

Polo Innovativo recognises the natural environment as a primary and silent stakeholder, whose safeguarding is an indispensable condition for economic development, technological progress and the well-being of present and future generations. The Company conceives environmental protection not as a mere regulatory compliance exercise, but as a strategic pillar of its business model and an ethical duty towards the community.

Responsible management of direct impacts and compliance

In conducting its daily operations, Polo Innovativo strictly observes the environmental legislation applicable at local, national and European level. To ensure constant and systematic oversight of its impacts, the Company maintains an active Environmental Management System certified to the international ISO 14001 standard, the details and scope of application of which are set out in Annex A to this document.

The Company is committed to a process of continuous improvement aimed at mitigating its ecological footprint and provides consulting services specialised in reducing greenhouse gas emissions. To this end, it promotes energy-efficiency policies within its premises, the optimisation and dematerialisation of processes to reduce the consumption of resources (such as paper and office materials) and waste management based on the principles of the circular economy, maximising recycling and proper disposal. Sustainable mobility is also encouraged among its employees and collaborators, by optimising business travel, favouring the use of low-environmental-impact means of transport and using remote collaboration tools (smart working and digital meetings) whenever efficient.

Culture of transparency, reporting and countering greenwashing

Polo Innovativo’s commitment is founded on the rigour of data and scientific reliability. The Company undertakes to monitor, measure and periodically report on its environmental performance clearly and objectively through the preparation of the Sustainability Report (Bilancio di Sostenibilità), making it available to all stakeholders.

At the same time, the Company applies, and requires of its stakeholders, the utmost transparency, actively countering any greenwashing practice. Polo Innovativo refuses to endorse or take part in environmental communication projects that are not supported by verifiable data, solid performance indicators and concrete mitigation actions, thereby protecting market integrity and the trust of consumers and investors.

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3. Rules of conduct

Polo Innovativo recognises as stakeholders its shareholders, workers and collaborators, client companies, incubated companies, specialists and suppliers, public institutions and research bodies, credit institutions and financing parties, as well as the communities in which the Company is present through its locations.

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3.1 Relations with clients and assisted companies

Polo Innovativo accepts assignments that it is in a position to carry out with the required competence and within the agreed timeframes, in accordance with the quality management system certified to the ISO 9001 standard, the details of which are set out in Annex A, and consistently with the Company Quality Policy (Politica Aziendale per la Qualità) adopted by Management. Commercial proposals indicate the scope of the intervention, the objectives quantified where quantification is possible, the timeframes, the costs and the limits of the service.

The Company refrains from projecting results that have no basis in the available data and from proposing extensions of assignment that are not justified by the interest of the company.

Information acquired in the course of an assignment, in particular that relating to production processes, economic data, price lists, projects and the technical assets of the company, is treated as confidential and is neither used for the benefit of other clients nor disclosed to third parties.

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3.2 Relations with incubated companies

In relations with start-ups the Company operates in the awareness of the asymmetry that characterises the relationship, in terms of experience, access to information and negotiating power.

The criteria for admission to incubation programmes and the services provided are defined transparently and applied impartially.

The Company may take an equity interest in incubated companies. This choice is assessed case by case on the basis of the consistency between the activity of the individual company and that of Polo Innovativo, and is neither a condition for access to incubation services nor a criterion of preference in providing them. The agreements relating to the equity interest are formalised in writing in comprehensible terms, and the Company recommends that the founders submit them to independent professional assessment before signing.

The interest held by Polo Innovativo is a minority one and does not affect the governance structure of the company, whose administration and majority remain with the founders. In shareholder resolutions concerning the award of assignments to Polo Innovativo or the evaluation of the services it has rendered, the Company abstains from voting. The company retains at all times the right to turn to other suppliers for the same services, without this affecting the incubation services or corporate relations.

Polo Innovativo does not acquire rights over the intellectual property developed by incubated companies, which remains owned by them.

Polo Innovativo does not use information acquired about the technologies or business models of incubated companies for its own benefit or that of third parties, nor does it transfer it to client companies operating in the same market.

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3.3 Relations with collaborators

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3.3.1 Selection and hiring

Selection takes place on the basis of the match between the candidate’s profile and organisational needs, according to objective and verifiable criteria. It is forbidden to accept or solicit money, goods, benefits or services of any kind in connection with the hiring, transfer or promotion of a worker.

The Company does not establish employment relationships with persons lacking a residence permit and refrains from conduct capable of facilitating irregular entry into the territory of the State. Where the candidate comes from a competing company, the obligations that remain incumbent on them towards their previous employer are observed.

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3.3.2 Management and development of people

Employment relationships are based on mutual respect and on the evaluation of results achieved. The Company counters favouritism in the assignment of tasks and in career progression, and provides training pathways consistent with the evolution of the skills required.

Staff carry out their work diligently, observe the instructions given and do not take on assignments with third parties that are incompatible with their official duties or contrary to the Company’s interests.

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3.3.3 Health and safety

Polo Innovativo observes the rules on occupational hygiene and safety and maintains an occupational health and safety management system certified to the ISO 45001 standard, the details of which are set out in Annex A. Workplaces, including technical laboratories and the spaces used for training and events, are subject to periodic inspection.

Each addressee refrains from endangering their own safety and that of others and promptly reports any anomalies found to the head of the prevention and protection service. Cooperation with inspection bodies is full.

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3.3.4 Protection of personal data

Personal data are processed in accordance with Regulation (EU) 2016/679 and the national implementing legislation. The Company informs data subjects of the nature of the data processed and of the purposes and methods of processing, and adopts technical and organisational measures suitable to guarantee their security.

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3.4 Duties of collaborators

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3.4.1 Diligence and good faith

Each collaborator performs the obligations undertaken with the diligence required by the nature of the assignment, knows the content of this Code and conforms their conduct to it. The Company makes the document available to collaborators so that they sign a declaration of acknowledgement, and gives a copy of the document to all employees, confirming with their signature that they have taken note of it as shown in Annex A.

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3.4.2 Conflict of interest

The following, by way of example, constitute situations of conflict:

• accepting money, goods or benefits from parties that have business dealings or negotiations with the Company;
• using the position held or the information acquired to further personal interests;
• entering into contracts on behalf of the Company with counterparties who are relatives or partners of the addressee, or with entities of which the addressee is the owner or in which they have an interest;
• holding shareholdings in, or taking up positions with, technology suppliers under evaluation by the Company;
• taking up positions with incubated companies outside the arrangements formalised by the Company.

Where any of these circumstances arises, the addressee informs the Company and abstains from taking part in the decisions concerned.

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3.4.3 Confidentiality and data sovereignty

Information acquired in carrying out assignments may not be disclosed to third parties or used to obtain personal advantage. The obligation continues after the end of the relationship.

In projects involving the processing of technical documentation, drawings, bills of materials, price lists or process know-how belonging to assisted companies, the data remain at the company’s disposal, are processed in accordance with the measures provided for by the information security management system certified to the ISO/IEC 27001 standard and are not transferred to third-party infrastructure without written authorisation. The same rule applies to data used in the training or querying of artificial intelligence systems.

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3.4.4 Protection of company assets and information systems

The Company’s tangible and intangible assets are intended for business purposes and kept with the diligence due to one’s own property. Addressees observe the information security policies adopted by the Company under the management system certified to the ISO/IEC 27001 standard, as well as the instructions given on information classification, system access and credential management. Security incidents and anomalies found are reported without delay according to the internal procedure.

The following are prohibited: unauthorised access to protected information systems, disclosing access credentials to third parties, introducing programs capable of damaging systems or data, intercepting communications, and falsifying, suppressing or concealing electronic documents.

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3.4.5 Intellectual property and research results

The Company respects the intellectual property rights of others, observes the terms of the licences of use of the programs it employs and refrains from the unauthorised reproduction of intellectual works.

In research projects involving several companies, ownership of the results, rights of use and powers of disclosure are defined in writing before the start of activities. Results are disclosed within the limits agreed with the participants and in compliance with information covered by trade secrecy.

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3.5 Relations with suppliers, specialists and partners

The selection of suppliers and external specialists is based on objective assessments founded on technical competence, reliability, quality of performance and the economic terms offered. Assignments are conferred in writing, with a precise indication of the subject matter and the fee.

Polo Innovativo does not enter into relations with parties that refuse to comply with the legislation in force or with the principles set out in this Code, and requires its suppliers to comply with the rules on labour, safety and environmental protection.

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3.6 Relations with the Public Administration

Relations with the Public Administration (Pubblica Amministrazione), with public officials (pubblici ufficiali) and with persons entrusted with a public service (incaricati di pubblico servizio) are reserved to the corporate functions responsible for them and are conducted in strict compliance with the applicable provisions.

Collaborators refrain from offering, even through intermediaries, money or other benefits, including employment or business opportunities, to public officials, their relatives or persons connected to them, and from seeking favourable relationships capable of influencing the outcome of a proceeding.

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3.7 Relations with the controlling shareholder and with group companies

Polo Innovativo belongs to a group of companies and maintains with the controlling shareholder and with the other related companies relationships of reciprocal supply of services, of granting the use of properties and of collaboration on joint projects.

These relationships are governed by written agreements that identify the subject of the performance, the consideration and the criteria for determining it. Intra-group transactions take place on market terms, are matched by services actually rendered and documented, and are recorded in the accounts in such a way as to allow them to be reconstructed. Attributions of value without a cause are not permitted, nor are offsetting items not resulting from the agreements.

Where, in carrying out an assignment, the Company makes use of a group company, or recommends to an assisted company that it entrust services to one of them, this circumstance is disclosed in writing to the company before the award, and the choice is justified according to the criteria referred to in point 3.7. The shareholding link does not in itself constitute a reason for preference.

The Company encourages the other group companies to adopt principles consistent with those of this Code and requires compliance with it in relationships that concern it.

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3.8 Relations with credit institutions and financing parties

The economic, balance-sheet and financial information provided to credit institutions, financing parties and investors is complete, truthful and consistent with the accounting records. It is forbidden to obtain credit, guarantees or capital contributions by presenting untrue data or omitting relevant information.

Where the Company assists a company in submitting a financing application or in representing its financial position, the same obligations apply: projections are formulated on the basis of the available data, with an indication of the assumptions adopted, as provided for in point 2.4.

The Company declares to the assisted company any existing partnership or remuneration relationships with the intermediary or the financing body involved in the transaction.

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3.9 Relations with universities, research bodies and observatories

In relations with universities, research bodies, observatories and competence centres the Company pursues the aims of advancing knowledge and transferring technology to companies, and refrains from using such relationships solely to lend credibility to its commercial offer.

The Company’s participation in observatories and research is declared in institutional communications, with an indication of the nature of its contribution.

In disseminating data and results produced in a scientific context, the Company respects the methods and limits declared by the authors and does not alter their scope for promotional purposes. Confidential information of companies taking part in research projects is treated in accordance with point 3.6.3.

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3.10 Subsidised finance and public grants

Assistance in accessing calls for proposals, non-repayable grants, tax incentives and subsidised loans is carried out in compliance with the rules governing each measure.

Applications for incentives are submitted under measures that are genuinely consistent with the assisted company’s project. The Company refrains from proposing to a company participation in a measure for which it does not meet the requirements, and from representing to the granting body circumstances that do not correspond to the truth.

It is forbidden to obtain, or cause others to obtain, public grants, financing or other disbursements by presenting false data, omitting required information or by any artifice, as well as to use for other purposes resources obtained for a restricted purpose. The reporting of expenses eligible for the grant reflects costs actually incurred and documented.

Polo Innovativo is itself a beneficiary of public incentive measures.

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3.11 Funded training activity

In delivering training courses funded by inter-professional funds or regional calls, the Company observes the requirements laid down by its accreditation with the Lombardy Region, registration no. 1458 of 17 October 2024, and by the individual funding measures.

Participants’ attendance, the hours delivered and the content covered are certified in accordance with what was actually carried out. Any alteration of the teaching and administrative documentation intended for the funding bodies is forbidden.

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3.12 Sustainability reporting and ESG communication

Polo Innovativo prepares its sustainability report in line with the voluntary standard promoted by EFRAG and adopted by the European Commission, and reports verifiable data in it, declaring the calculation methodologies used and the perimeters considered. Objectives not yet achieved are represented as such.

In its consulting activity on environmental, social and governance matters, the Company refrains from proposing to assisted companies representations that attribute to their products or processes environmental qualities that cannot be demonstrated. Ratings, certifications and environmental footprint calculations are presented with an indication of the method followed and the limits that characterise them.

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3.13 Gifts and donations

It is not permitted to accept, promise or pay money, gifts or benefits of any other kind in connection with the activity carried out, where this is aimed at obtaining a benefit for oneself or for the Company.

Gifts and forms of hospitality are permitted provided they fall within normal business and courtesy practice, do not exceed the value of three hundred euro per single occurrence and are not such as to compromise the impartiality of the recipient or to create the appearance of doing so. Gifts received or given with a value exceeding one hundred euro are recorded in a dedicated register kept by the administration department and accessible to the Supervisory Body. Exceeding the three-hundred-euro threshold is permitted only exceptionally, with the prior authorisation of the Sole Director and with the reasons recorded in the register.

The preceding provision does not apply to relations with the Public Administration, public officials and persons entrusted with a public service, to which the prohibition referred to in point 3.8 applies exclusively, nor to relations with parties whose offer is under evaluation by the Company, to which point 2.7 applies. In proceedings relating to public grants, incentives and financing, no gift or payment is permitted, irrespective of value.

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3.14 Sponsorships and contributions

Sponsorships and charitable donations concern initiatives of a social, cultural, educational or scientific nature, and are resolved upon in accordance with internal procedures, with prior verification of the absence of conflicts of interest and of the regular establishment of the beneficiary.

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3.15 Tax ethics

The Company regards compliance with tax obligations as part of its contribution to the community in which it operates. It condemns any conduct aimed at tax evasion, files returns and makes payments due promptly and maintains relations with the tax authorities that are marked by transparency.

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4. Implementation, supervision and sanctions

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4.1 Supervisory Body

The Company has established, by resolution of the Sole Director, a single-member Supervisory Body, composed of an external individual endowed with autonomy and specific training, to which are assigned the functions provided for by Legislative Decree No. 231/2001, the management of the internal reporting channel and the receipt of reports relating to this Code pursuant to point 4.3. The Supervisory Body also oversees compliance with and the adequacy of this Code. To this end it:

• promotes initiatives aimed at awareness and understanding of the Code among addressees;
• examines the reports received and carries out the necessary checks, reporting the outcome to the Sole Director for the adoption of the measures within the Director’s remit;
• proposes to the Sole Director the amendments and additions that may be appropriate;
• reports to the Sole Director at least once a year on the state of implementation of the Code, on the number and type of reports received and on the outcomes of the related checks;
• ensures information flows to the corporate bodies.

The Supervisory Body is assured free access to the data, documentation and information necessary to carry out its assignment. Corporate functions cooperate actively and refrain from conduct that hinders its activity.

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4.2 Dissemination and training

The Code is brought to the attention of all addressees by delivery of a copy, publication on the Company’s website and posting at its locations. The Code is made available to suppliers, external specialists and client companies and acknowledgement of it is referred to in the contract, according to the gradual implementation plan provided for in point 1.5.

The Company carries out training and awareness-raising activities on the content of the Code and on the use of the reporting platform, with particular attention to the functions exposed to relations with the Public Administration, to the handling of subsidised-finance applications and to the processing of information of assisted companies.

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4.3 Reports

The Company has established, in implementation of Legislative Decree No. 24/2023 (D.Lgs. 24/2023), an internal channel for reporting unlawful conduct, governed by the Procedure for the management of whistleblowing reports (Procedura per la gestione delle segnalazioni whistleblowing) adopted on 17 September 2024, which is an annex to Model 231 (Modello 231).

The channel is accessible via the platform available at poloinnovativo.wb.teseoerm.com, linked to the Company’s website. A report may be submitted by providing one’s personal details or anonymously. The platform assigns the reporter an identification code that makes it possible to follow the progress of the case. The reporter may also ask to be heard in person.

The management of reports is entrusted to the single-member Supervisory Body, an external party endowed with autonomy and specific training, which verifies their admissibility, carries out the necessary checks and reports to the competent bodies. The reporter receives an acknowledgement of receipt within seven days and feedback on the outcome within three months, subject to a reasoned extension of the deadline.

Anyone who makes a report in good faith is protected against any form of retaliation or discrimination. The confidentiality of the identity of the reporter, of the persons involved and of the content of the report is ensured within the limits laid down by law. The channel may not be used for knowingly unfounded accusations or for defamatory purposes: in such cases the responsibility of the reporter, including disciplinary responsibility, remains unaffected.

Scope of the whistleblowing channel.

As the Company has fewer than fifty workers and has adopted Model 231, the internal channel governed by the Procedure accepts unlawful conduct relevant under Legislative Decree No. 231/2001, with the protections and deadlines that the decree provides. Reports that fall outside this scope follow the route set out in the following paragraphs.

Reporting of violations of the Code.

Violations of this Code that cannot be traced back to the cases provided for by Legislative Decree No. 231/2001, which include failure to observe independence of professional judgement under point 2.7, conflicts of interest in the selection of suppliers and specialists, abuses in relations with incubated companies, untruthful representations of the expected results of a project and conduct concerning intra-group transactions under point 3.17, are reported to the Supervisory Body, to which the Sole Director has assigned for this purpose the function of recipient of ethics reports.

The report is submitted through the same platform, by selecting the category dedicated to violations of the Code of Ethics, or by means of the email address reserved for the Supervisory Body indicated in the section of the website dedicated to reports.

The same guarantees provided for the whistleblowing channel apply to reports submitted pursuant to the preceding paragraph, by determination of the Company and insofar as compatible.

The Supervisory Body assesses the admissibility of the report, carries out the necessary checks and reports to the Sole Director, who adopts the measures within the Director’s remit in accordance with point 4.4. Where the report concerns the Sole Director, the Supervisory Body informs the control body, if appointed, or the shareholders.

Each addressee retains the option of turning to their manager to raise anomalies and interpretive doubts that do not amount to a violation.

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4.4 The sanctions system

Failure to comply with the provisions of this Code entails the adoption of measures proportionate to the seriousness of the violation, any recurrence and the degree of fault, irrespective of the outcome of any criminal proceedings.

For employees, the sanctions provided for by the disciplinary system adopted by the Company within Model 231 apply, in compliance with Article 7 of Law No. 300 of 20 May 1970 and the provisions of the applicable collective agreements.

Violations of the Code that do not amount to non-compliance with Model 231 are assessed by the Sole Director on the basis of the Supervisory Body’s preliminary investigation and give rise, according to seriousness, to a written warning, revocation of delegated powers or assignments conferred, suspension of the award of new activities and, in the most serious cases, termination of the relationship. The outcome is communicated to the Supervisory Body.

For members of the corporate bodies, the violation may lead to the adoption of the measures within the competence of the administrative body, up to a proposal to revoke the mandate for just cause.

For suppliers, consultants and external specialists, the violation may give rise to termination of the relationship in accordance with the clauses included in the relevant contracts, without prejudice to the Company’s right to compensation for the damage suffered.

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4.5 Entry into force and updating

This Code, identified as revision 1.1, enters into force on the date of the approval resolution of the Sole Director of Polo Innovativo srl. Revision 1.0, drawn up at the first drafting stage, was neither issued nor circulated and has therefore produced no effects.

The Sole Director may amend and supplement it, also on a proposal from the Supervisory Body, in order to adapt it to developments in the applicable rules and in the activity carried out. Every amendment entails an increment of the revision index shown in the title block and is promptly communicated to addressees, with simultaneous updating of the copy published on the website. Annex A, which contains the details of the certifications, is updated independently without any increment of the Code’s revision index.

The Supervisory Body submits the Code to review at least every three years, or earlier where significant changes occur in the organisational structure, the activity carried out or the applicable rules.

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Annex A. Certified management systems, accreditations and recognitions

This annex forms an integral part of the Code of Ethics and collects the references subject to periodic updating, referred to in points 1.1, 2.14, 3.3, 3.5.3, 3.6.3 and 3.6.4. It is updated independently in accordance with point A.6 and without any increment of the Code’s revision index.

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A.1 Locations and activities covered

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A.2 Certified management systems

Certificates are subject to periodic surveillance audits and to renewal in accordance with the rules of the applicable accreditation schemes. Issue and expiry dates are not shown in this annex: the validity of each certificate can be checked as indicated in point A.5. The certifications attest the conformity of the management system with the reference standard and do not constitute an attestation of merit as to the results of the services rendered.

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A.3 Accreditations, registrations and recognitions

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A.5 Methods of verification by third parties

Consistently with the principle of verifiability set out in point 1.2, the Company indicates below the ways in which anyone can independently ascertain the validity and content of the recognitions declared, without having to turn to the Company itself.

Where a recognition is suspended, revoked or not renewed, the Company gives account of it by promptly removing the reference from this annex, from its website and from the commercial documents in use, in accordance with point 2.4.

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A.6 Objectives and metrics in relation to ethics

Consistently with the value of verifiability declared in paragraph 1.2 of the Code of Ethics, Polo Innovativo defines each year a set of quantitative objectives and metrics regarding the ethical conduct of its business.