Code of Ethics and Conduct

Statement on the Prevention of Slavery and Human Trafficking

This statement, which is based on the provisions of Chapter 54 of the UK Modern Slavery Act 2015, reaffirms Fratelli Desideri Srl’s ongoing commitment to identifying all potential risks of modern slavery associated with its business operations and to implementing measures to mitigate those risks during the fiscal year.

What We Do

The mission of Fratelli Desideri srl is to promote the art and culture of contemporary Italian haute cuisine around the world through the production and distribution of meal kits—packages containing all the pre-measured ingredients needed to prepare gourmet recipes created by renowned Michelin-starred chefs.

Our workforce

Employees hired by Fratelli Desideri Srl undergo a background check.

Relationships with Suppliers

We are committed to ensuring that there is no form of slavery or human trafficking in our supply chains or in any part of our business. By working exclusively with certified and specialized suppliers operating in Italy, and given the nature of our business and our approach to governance, we believe the risk of slavery and human trafficking in our supply chains is very low. Fratelli Desideri srl does not use international suppliers that could pose a real risk of modern slavery and human trafficking. Our statement on modern slavery affirms our commitment to act in accordance with principles of ethics and integrity in all our business relationships and to implement and enforce effective systems and controls to ensure that there is no form of modern slavery or human trafficking in our supply chains. However, we intend to verify the effectiveness of the relevant policies and procedures we have in place. We do not have general performance indicators regarding slavery or human trafficking, as we consider every case to constitute a violation of the law, our supplier standards, or our internal policies.

WORK ENVIRONMENT

Fratelli Desideri srl is committed to ensuring a safe and violence-free work environment. Therefore, we have adopted a zero-tolerance policy toward violence, threats of violence, or any other unlawful activity in the workplace.

CODE OF ETHICS

1. INTRODUCTION

This document, entitled “Code of Ethics” (hereinafter also referred to as the “Code”), is an official document that sets forth the ethical commitments and responsibilities assumed by Fratelli Desideri Srl in the conduct of its business and activities. Furthermore, it governs the rights and responsibilities that the company expressly assumes toward those with whom it interacts in the course of its business. The Code also aims to introduce and make binding within the Company the principles and rules of conduct relevant
for the reasonable prevention of the offenses indicated in Legislative Decree No. 231/2001.

The Code, considered as a whole and together with all the specific implementation procedures approved by the Company, shall be deemed an integral part of existing and future employment contracts, pursuant to Article 2104 of the Civil Code. Violation of its provisions will therefore constitute a disciplinary offense and, as such, will be prosecuted and sanctioned pursuant to and for the purposes of Article 7 of Law No. 300/1970 and
may entail compensation for damages caused to the Entity.

With regard to collaborators, consultants, and self-employed individuals who provide services to the Company, as well as other third parties, the signing of this Code or an excerpt thereof, or, in any case, adherence to the provisions and principles set forth herein, constitutes a conditio sine qua non for the execution of contracts of any kind between the Company and such parties; the provisions thus signed or, in any case,
approved, including by conduct, constitute an integral part of the contracts themselves.

In light of the foregoing, any violations by third parties of specific provisions of the Code may, depending on their severity, justify the Company’s termination of existing contractual relationships with such parties and may also be identified in advance as grounds for automatic termination of the contract pursuant to Article 1456 of the Italian Civil Code.

2. ADOPTION OF THE CODE OF ETHICS AND ITS APPLICABILITY

By adopting the Code of Ethics, the Company has sought to establish clear rules, procedures, and ethical values to which all must adhere. The Code of Ethics is addressed to the corporate bodies and their members, employees, workers (including temporary and volunteer workers), consultants and collaborators in any capacity, agents, and any other person who may act in the name and on behalf of the Company, as well as to all those who, directly or indirectly, permanently or temporarily, establishs a relationship with the Company and works to pursue its objectives (hereinafter also “Recipients of this Code”). The Recipients of this Code are required to familiarize themselves with its contents and to comply with its provisions, which will be made available to them as specified below.

In particular, when setting its objectives, the Company undertakes to be guided by the principles contained in the Code. The Company’s senior management is responsible for the effective implementation of the Code and for disseminating it both within and outside the Company. In addition to complying with applicable laws and regulations and the provisions
set forth in collective bargaining agreements, Company employees undertake to align their work practices with the objectives and provisions of this Code; this applies both to internal relationships and to relationships with external parties, and in particular with public administrations and other public authorities.

An essential requirement for any fruitful collaborative relationship with the Company is that employees and other third parties comply with the principles and provisions set forth in this Code. To that end, when entering into
contracts or agreements with employees or other third parties, the Company provides its counterparties with this Code.

3. VALORI

The Company’s core values are: equality, relationships, respect, flexibility, sustainability, and collaboration. The Company expects these values to define its identity, unite employees and collaborators within the global organization, and inspire people to work for the Company and users to “work” with the Company. It is also essential that these values not remain mere statements but be translated into conduct and behavior inherent to the Company. As an organization and as individuals, all employees and collaborators are required to live by these
principles in the workplace and to apply them correctly, ethically, and honorably. The Code of Ethics constitutes a set of principles whose observance is of fundamental importance for the proper functioning, the reliability of management, and the image of the Company. These principles govern operations, conduct, and relationships (both internal and external) and, in particular, apply to every employee or collaborator of the Company, to whom this Code is addressed, in the performance of their work.

4. Putting People First

As described above, the Company’s purpose is to pursue the general interest of the community in human development, the social integration of citizens, and collective well-being. In this sense, the Company is a social, cultural, and professional entity that seeks to bring about change in social conditions and relationships and to improve the quality of life. The Company is committed to promoting activities and initiatives that foster the development of egalitarian and supportive relationships among individuals and a truly participatory culture, with particular attention to those who are vulnerable socially, culturally, economically, politically, physically, and psychologically.

For these reasons, the Company aims to be a special place for collective action—a place that enables individuals to experience themselves as active participants, and through relationships, exchanges, and conflicts with others, to identify and express their needs, and to organize appropriate, shared responses to them. The Company has always placed professionalism and the individual contributions of its people at the center of its business model, fostering a culture that recognizes each person’s work as
a fundamental element in the development of both the organization and its staff.

4.1 PEOPLE DEVELOPMENT

The Company recognizes that human resources are a factor of fundamental importance to its development. Human resources management is based on respect for the individuality and professionalism of each employee. As part of its primary focus on personal development, the Company places the generation and sharing of knowledge, as well as personal and professional development, among the top priorities of its operations. To this end, the Company has always focused on fostering and sharing values related to personal growth and an ethical approach to human capital management.

4.2 Local Roots and Development

The organic connection with the local community—aimed at harnessing, through solidarity and entrepreneurship, the potential that every region possesses to address the needs of its citizens, particularly the most vulnerable and disadvantaged—requires a sustained effort to establish roots and build relationships with citizens, social groups, and institutions, with the goal of “promoting human development and social integration” and collective well-being—goals that are incompatible with a policy focused exclusively on the company’s economic and commercial development.

4.3. TRANSPARENCY AND BUSINESS ETHICS

The company’s history, identity, and values are reflected in a code of business ethics based on:

4.4 QUALITY

Quality is a hallmark of the Company. The Company is committed to and responsible for ensuring quality in everything it does, in line with its long-term strategy. All activities are carried out by the Company through a quality process that offers customers consistency, transparency, and improved productivity in terms of service.

4.5 INTEGRITY

Successful outcomes depend on the ability to take personal responsibility. The Company demonstrates and will continue to demonstrate integrity and will strive to set an example, and will be held accountable for this. The laws, regulations, and policies under which the Company operates and will operate are and will be respected.

5. RULES OF CONDUCT

The rules of conduct set forth in this section are intended to outline the behavior expected when carrying out various activities in accordance with the values that inspire this Code. These rules are organized according to the parties with whom the Company interacts in the course of its business operations.

5.1 EMPLOYEES

The Company currently employs approximately 16 people, including employees and contractors, who constitute the key element of its business success. Based on this conviction, the Company invests attention and resources to enhance the role of human resources as a decisive factor in its competitiveness. This principle guides the policies and activities implemented toward those who make their skills and abilities available to the Company. The development, growth, and protection of human capital are, moreover, defining characteristics of the cooperative business model, which thus places human resources at the center of its business plan as an irreplaceable asset of passion and professionalism.

It is part of the Company’s management philosophy to establish relationships with employees and define their working conditions in full compliance with labor protection and safety regulations.

5.1.1 Proper and Transparent Conduct

Employees (defined as directors, employees in any capacity, and those who, regardless of the legal nature of their relationship, operate under the
direction or supervision of the Company, hereinafter the “Employees”) must observe proper and transparent conduct in the performance of their duties, thereby contributing to the effectiveness of the internal control system designed to protect the Company’s value. In compliance with the law, Collaborators must maintain a behavior characterized by openness toward shareholders, other corporate bodies, and supervisory authorities.

5.1.2 Selection, Development, and Training of Personnel

During the selection, hiring, and career advancement of its staff, the Company conducts evaluations based solely on the alignment between the expected profiles
and the required profiles, as well as on transparent and verifiable merit-based considerations, in accordance with established procedures. The management of employment relationships is geared toward ensuring equal opportunity and promoting the professional growth of employees. The Company does not engage in any direct or indirect discrimination in its personnel selection processes based on trade union, political, religious, racial, linguistic, or gender grounds. In the event that candidates are recommended to department heads by members of public administrations, the Supervisory Body shall be immediately notified, and it shall conduct the investigations it deems appropriate. Should the candidates recommended by the aforementioned individuals be found suitable for a position within the Company, their hiring must in any case be authorized in advance and in writing by the Supervisory Body. The Company provides all employees with the necessary documentation to train staff on sensitive and particularly important issues.

5.1.3 Safety, Health, and the Workplace

Given the large number of employees and contractors at the Company, workplace safety and health conditions are issues of the utmost importance.

To best manage these factors, the Company:

  • Establishes guidelines to be followed and coordinates activities related to safety and health
  • Ensures compliance with applicable regulations, including through the preparation of risk assessment documents and the definition of work procedures in line with current safety standards
  • Constantly monitors legislative changes and works to implement them
  • The Company promotes the physical and moral well-being of its employees through, respectively, safe and healthy work environments as well as working conditions that respect individual dignity.

The Company bases its activities on the following principles:

  • Avoid risks
  • Assess risks that cannot be avoided
  • Address risks at their source
  • Adapt work to the worker, particularly with regard to workplace design and the selection of work equipment and work and production methods, specifically to mitigate monotonous and repetitive work and to reduce the health effects of such work
  • Take into account the state of the art in technology
  • Replace what is dangerous with what is not dangerous or less dangerous
  • Plan prevention, aiming for a coherent system that integrates technology, work organization, working conditions, social relations, and the influence of workplace environmental factors
  • Give priority to collective protection measures over individual protection measures
  • Provide adequate instructions to workers

The Company uses these principles to take the necessary measures to protect the health and safety of its employees, including occupational risk prevention, information, and training, as well as the establishment of the necessary organizational structure and resources. The Company, at both the executive and operational levels, must adhere to these principles, particularly when decisions or choices must be made and, subsequently, when they must be implemented.

5.1.4 Obligations for All Employees

Every employee is required to be familiar with the provisions contained in the Code or referred to therein, as well as with the relevant laws governing the activities
carried out within the scope of their role, which constitute an integral part of each employee’s work performance. Any employee who becomes aware of alleged unlawful conduct is required to report the information in their possession regarding such conduct only to their superiors, or to the Supervisory Body and/or the Chairman or his delegate.

Employees are also required to:

  • Refrain from conduct that violates these provisions and regulations
  • Contact your supervisors, or the Supervisory Body and/or the Human Resources Manager, for any necessary clarification regarding the application of the Code or relevant regulations
  • Promptly report any information regarding possible violations of the Code to at least one of the parties listed above
  • Cooperate with the Company in the event of any investigations aimed at verifying and, if necessary, sanctioning possible violations.
5.1.5 External Effectiveness of the Code

Anyone acting in the name and on behalf of the Company who comes into contact with third parties with whom the Company intends to enter into business relationships or is required to maintain institutional, social, political, or any other type of relationship is obligated to:

  • Inform these parties of the commitments and obligations imposed by the Code
  • Require compliance with the Code’s obligations in the performance of their activities
  • Take the necessary measures in the event that third parties refuse to comply with the Code or fail to fully or partially fulfill their commitment to observe the provisions contained in the Code
5.1.6 Protection of Company Assets

Each employee is required to act diligently to protect the Company’s assets from improper or incorrect use.

5.1.7 Conflict of Interest

All employees must ensure that every decision made in the course of their duties is taken in the Company’s best interest. All employees are required to avoid
any activity or situation of personal interest that constitutes or could constitute, even only potentially, a conflict between individual interests and those of the Company and, in any case, must comply with the specific policies adopted by the organization on this matter.

All employees must refrain from taking advantage of their position within the Company to benefit themselves or third parties to the detriment or disadvantage of the Company. No employee may participate, directly or indirectly, in any capacity, in commercial initiatives that are, even only potentially, in competition with the Company, unless such participation has been previously communicated to and approved by the competent Board of Directors, after consulting the Supervisory Body. In the event that
situations of conflict of interest, even potential ones, are identified, whether internal or external to the Entity’s activities, each person involved is required to refrain from engaging in the conflicting conduct and to promptly notify the Supervisory Body, which is responsible for assessing, on a case-by-case basis, the existence of any incompatibility or situations of prejudice.

5.1.8 Competitive Practices

For the Family Agency, it is of paramount importance that the market be based on fair and honest competition. The Agency is also committed to conducting its activities in accordance with the spirit of the law regarding contracts for the supply of goods and services entrusted to it through express agreements with public entities, including economic entities, and publicly owned corporations.

5.1.9 Gifts and Benefits

No form of gift is permitted that could even be interpreted as exceeding normal business or courtesy practices, or that is intended to secure favorable treatment in the conduct of any activity related to the Company. This rule—which allows for no exceptions, even in countries where offering valuable gifts to business partners is customary—applies to both promised or offered gifts and those received, with “gift” meaning any type of benefit.

The Company refrains from practices not permitted by law, commercial customs, or the known codes of ethics of the companies or entities with which it maintains relationships.

In any case, the offering of gifts by the Company—except for those of modest value—must be in accordance with the rules set forth in this article:

  1. Under no circumstances is it permitted to offer gifts to members of the public administration, public officials, persons entrusted with public service duties, or civil servants
  2. In the case of gifts intended for persons not falling under category 1, the offer must be:
    • previously communicated to the head of the relevant department
    • expressly approved by the head of the relevant department, following notification to the Supervisory Body
    • adequately documented to allow for appropriate verification
5.1.10 Transparency in every transaction and activity

Every transaction and/or activity must be lawful, authorized, consistent, documented, verifiable, in accordance with the principle of traceability and the Entity’s procedures, in accordance with prudence criteria and to protect the Company’s interests:

  • The procedures must allow for the performance of controls over transactions, authorization processes, and the execution of the transactions themselves;

  • Any employee who carries out transactions involving sums of money, assets, or other economically quantifiable benefits belonging to the Company must reasonably provide the appropriate evidence to allow for the verification of such transactions

5.1.11 Transparency of Accounting

The Company’s accounting complies with the generally accepted principles of truthfulness, accuracy, completeness, and transparency of recorded data. The Recipients of this Code undertake to refrain from any conduct, whether active or passive, that directly or indirectly violates the regulatory principles and/or internal procedures pertaining to the preparation of accounting documents and their external presentation. In particular, the Recipients of this Code undertake to cooperate to ensure that every operation and transaction is promptly and correctly recorded in the accounting system in accordance with the criteria set forth by law and applicable accounting principles, as well as, where applicable, duly authorized and verified. The Recipients of this Code are also required to retain and make available, for each operation or transaction carried out, adequate supporting documentation in order to allow for:

  • Accurate accounting records
  • Immediate identification of underlying characteristics and motivations
  • Easy formal and chronological reconstruction
  • Verification of the decision-making, authorization, and implementation processes in terms of legitimacy, consistency, and appropriateness, as well as the identification of the various levels of responsibility.

Recipients of this Code who become aware of cases of omission, falsification, or negligence in accounting records or supporting documentation are required to promptly report them to their superior or to the Supervisory Body and/or the Chairman.

The Company promotes training and continuing education to ensure that the Recipients of this Code are fully informed regarding the rules (laws, regulations, internal policies, and industry association guidelines) governing the preparation and management of accounting records.

5.1.12 Internal Controls

The Company promotes a control-oriented mindset at every level. A positive attitude toward controls contributes significantly to improving the efficiency of the Organization.

Internal controls refer to all the tools adopted by the Company to direct, manage, and verify the Company’s activities with the aim of ensuring compliance with laws and the Company’s procedures, protecting Company assets, efficiently managing activities, and providing accurate and complete accounting and financial data.

Every level of the organizational structure is responsible for contributing to the implementation of an effective and efficient internal control system. Consequently, all employees and collaborators of the Company, within the scope of their respective roles and duties, are responsible for the proper functioning of the control system.

The Company guarantees its shareholders, corporate bodies with supervisory powers, and the Supervisory Board access to data, documentation, and any information necessary for the performance of their duties.

5.1.13 Confidentiality

Employees are required to maintain the utmost confidentiality regarding information, documents, studies, initiatives, projects, contracts, etc., that come to their knowledge in the course of their duties, with particular reference to those that may compromise the image or interests of
clients. The Family Agency implements measures to protect the information it manages and prevent it from being accessed by unauthorized personnel. All information, particularly that learned in the course of activities carried out for clients, must be considered confidential and may not be disclosed to third parties, nor used to obtain personal benefits, whether direct or indirect.

5.2 PARTNERS

5.2.1 Sustainable Value

The Company aims to enhance its shareholder value in order to strengthen the firm’s financial position with a view to medium- to long-term sustainability, in accordance with market rules and in compliance with the principles of fairness and transparency.

5.2.2 Information and Dialogue

The Company ensures full transparency regarding the decisions it makes and sets as its objective the maintenance and development of a constructive dialogue with shareholders. Therefore, in accordance with established procedures, it promptly provides shareholders with all information
that may influence investment decisions, so that they may make informed and conscious choices. The Company guarantees fairness, clarity, and equal access to information in compliance with legal requirements, in order to prevent the improper use of inside information. In accordance with the fundamental right of each shareholder to obtain clarification on various matters pertaining to the Company’s activities and to express their opinion, the Company takes the necessary steps to ensure a productive relationship.

5.3 Customers / Users

5.3.1 Relations with Customers / Users

The Company’s primary objective is to fully meet the needs of its customers, with a view to building a solid relationship based on the general values of fairness, efficiency, and professionalism. The Company is committed to ensuring the achievement of quality standards in the provision of its services by fostering interaction with customers/users—including public entities that grant concessions and/or have agreements with us—through the management and rapid resolution of issues and a corporate culture of customer satisfaction.
The Company protects the privacy of customers/users in accordance with applicable regulations and undertakes not to disclose or disseminate their personal data, except where required by law.

Furthermore, the Company adopts a communication style based on efficiency, collaboration, and courtesy, including in its dialogue with customers.

5.4 Financial Institutions

The Family Agency maintains relationships with financial institutions based on fairness and transparency, with a view to creating value for the Agency, its members, and all relevant stakeholders. For this reason, financial institutions are selected based on their reputation, including their adherence to values comparable to those expressed in this Code.

5.5. Suppliers of Goods and Services

5.5.1 Collaborative Relationships

The Company establishes collaborative relationships with its suppliers in compliance with applicable regulations and the principles of this Code, with a focus on the highest professional standards, best practices in ethics, health and safety, and respect for the environment.

5.5.2 Partners

Partners are selected based on their reputation and reliability, as well as their adherence to values comparable to those expressed in this Code. Relationships with partners are based on transparent agreements and constructive dialogue, aimed at achieving common objectives, in accordance with applicable regulations and the principles of this Code.

5.6 Public Administration

5.6.1 Fairness and Honesty

In its dealings with the Public Administration, the Company bases and aligns its conduct with the principles of fairness and honesty. Persons appointed by the Company to handle any negotiations, requests, or institutional relations with the Public Administration, whether Italian or foreign, must under no circumstances attempt to improperly influence decisions or engage in unlawful conduct, such as offering money or other benefits, that could compromise the impartiality of judgment of the Public Administration representative. Individuals appointed by the Company to manage relations with any Public Administration authority for: the submission of documentation and/or declarations; requests for authorizations; participation in tenders, etc., must verify that the information provided in any manner and for any purpose is truthful, accurate, and correct. The only persons permitted to have direct contact with the Public Administration on behalf of the Company are those expressly designated by the Company for that purpose. No other employee may maintain any kind of relationship with the Public Administration regarding activities related to the Company’s corporate purpose.

5.6.2 Working relationships with former employees of the Public Administration

The hiring of former public administration employees who, in the course of their duties, had dealings with the Company, or of their relatives and/or in-laws, is carried out in strict compliance with the standard procedures established by the Company for personnel selection. The establishment of other employment and/or consulting relationships with former employees of the Public Administration, or with their relatives and/or in-laws, also takes place in
strict compliance with standard procedures.

5.6.3 Grants and Funding

Contributions, grants, or funding obtained from the European Union, the State, or any other public entity, even if of modest value and/or amount, must be used for the purposes for which they were requested and granted. Similarly, when participating in public tenders, the recipients of this Code are required to act in compliance with the law and sound business practices, taking particular care not to induce public administrations to act improperly in favor of the Company. It is also unlawful to use altered or falsified statements or documents, to omit information, or, in general, to engage in deception or fraud aimed at obtaining concessions, authorizations, financing, or grants from the European Union, the State, or any other public entity.

5.7 Public Supervisory Authorities

The recipients of this Code undertake to strictly comply with the provisions issued by the competent institutions or public supervisory authorities to ensure compliance with applicable regulations in the sectors related to their respective areas of activity. The recipients of this Code also undertake to ensure that, in the context of investigations conducted by public institutions and/or supervisory authorities, no applications or requests containing untruthful statements are submitted for the purpose of obtaining public funds, grants, or subsidized loans, or of improperly obtaining concessions, authorizations, licenses, or other administrative acts.
The recipients of this Code undertake to comply with any request from the aforementioned institutions or authorities within the scope of their respective supervisory functions, providing—where requested—full cooperation and avoiding obstructive behavior.

5.8 Political parties and interest groups

5.8.1 Relations with representatives of political parties and interest groups

The Company engages transparently with all political parties in order to properly represent its positions on issues and topics of interest. The Company maintains relationships with trade associations, labor unions, and similar organizations with the aim of developing its activities, establishing mutually beneficial forms of cooperation, and presenting its positions. The presentation of the Company’s specific positions to political forces and/or associations must take place with the consent of senior management or the relevant departments.

5.8.2 Contributions and Sponsorships

The Company is willing to provide contributions and sponsorships, in accordance with established procedures and with adequate publicity, to support initiatives proposed by public
and private entities and by non-profit associations, duly established under the law and promoting the values that inspire this Code.
Sponsorships and contributions may relate to events and initiatives of a social, political, cultural, sporting, and artistic nature; they may also be aimed at conducting studies, research, conferences, and seminars on topics of interest to the Company.

5.8.3 Mass Media

Relations with the mass media are based on respect for the right to information. External communication of data or information must be truthful, accurate, clear, transparent, respectful of people’s honor and privacy, and coordinated and consistent with the Company’s policies. Information pertaining to the Company and intended for the mass media may be disclosed only by the Company’s departments delegated to do so, or with their authorization, in accordance with established procedures.

5.8.4 Environment

A key aspect of the Company’s relationship with people and the communities it serves is respect for the environment and the local area, a principle that guides and shapes all business activities. This principle, an integral part of the Organization’s value system, has prompted the Company—whose activities have the greatest potential for environmental impact—to initiate a process of identifying production technologies and work methods capable of improving its relationship with the surrounding environment.

6. Implementation Procedures and Monitoring Program

6.1 Communication and Training

This Code is brought to the attention of all internal and external parties interested in or otherwise involved in the Company’s mission through specific communication and training activities.

6.2 Control Bodies and Mechanisms

This Code of Ethics forms an integral part of and implements the Organizational and Control Model adopted by the Company for the purpose of preventing offenses committed in the interest or for the benefit of the Entity by the persons indicated in Legislative Decree No. 231 of June 8, 2001.

6.3 System of Delegated Authorities

Where necessary, in addition to the signing powers granted to the President, the Company employs a system of delegations of authority under which certain activities may be carried out only by persons expressly authorized to do so because they have been granted such authority through a specific delegation and/or notarized power of attorney.

6.4 SANCTIONS

In the event of violations of the Code of Ethics, the Company shall take disciplinary measures against those responsible for such violations, where deemed necessary to protect its interests, which may include dismissal from the Company, in addition to compensation for any damages resulting from the violations.

Failure by members of corporate bodies to comply with the provisions of the Code of Ethics may result in the competent corporate bodies adopting the most appropriate measures provided for and permitted by law. Violations of the provisions of the Code of Ethics by employees constitute a breach of the obligations arising from the employment relationship, with all contractual and legal consequences, including with regard to their classification as a disciplinary offense. Violations committed by suppliers and external collaborators will be subject to sanctions in accordance with the provisions of the relevant contractual agreements, except in cases of more serious violations of the law.

7. FINAL PROVISIONS

7.1 CONFLICT WITH THE CODE

In the event that even a single provision of this Code conflicts with provisions set forth in internal regulations or procedures, the Code shall prevail over any such provisions.

7.2 AMENDMENTS TO THE CODE

Any amendment and/or addition to this Code must be made in the same manner as that adopted for its initial approval.

This Code of Ethics is reviewed and, if necessary, updated by the Board of Directors at least once a year.

This Code was updated on September 1, 2025