Model of Organisation, Managamenet and Control

PURSUANT TO THE D. LGS. No. 231/2001

1. Premise.
The following Code of Ethics has been prepared by INSILICOTRIALS TECHNOLOGIES SPA in order to prevent behaviors that may cause, even indirectly, the commission of the crimes referred to in the decree itself. The code of ethics is therefore an integral part of the Organization and Control Model adopted by the Company.
2. Recipients.
The provisions contained in the Code of Ethics apply to anyone who works in the nameand on behalf of the Company; to all employees; to all those who directly or indirectly establish relations with INSILICOTRIALS TECHNOLOGIES SPA, permanently or eventemporarily (collaborators, consultants, agents, attorneys, commercial partners, suppliers of goods or services).
3. Reference ethical principles.
The reference principles that represent the fundamental values which the recipients of the Code of Ethics must comply with in pursuit of the corporate mission are illustrated below. In no case does the conviction of acting for the benefit of the company justify conduct in contrast with the principles of the Code of Ethics itself.
3.1. Correctness, loyalty and honesty.
The Company undertakes to manage relations with all counterparties and with its employees according to principles of correctness, loyalty and honesty.
All activities related to the achievement of the Company’s corporate purpose must be carried out in compliance with the essential principle of honesty, renouncing the pursuit of personal or corporate interests to the detriment of the interests set forth herein.
3.2. Impartiality.
In relations with its stakeholders, the Company avoids any discrimination based on age, sex, sexuality, health, race or nationality, political opinions and religious beliefs, does not take into account recommendations or suggestions from external or internal sources and ensures impartiality and fairness in compliance with the legal and contractual rules and the principles set out in this code.
3.3. Conflicts of Interest.
The addressees of this Code of Ethics must avoid carrying out operations in conflict of interest or situations that highlight a private interest in conflict with that of the Company.
3.4. Individual responsibility.
Everyone is responsible for the actions taken in carrying out their work. Furthermore, for those who carry out managerial functions, there is also the responsibility of supervising the activity carried out by the personnel subject to their direction and control.

3.5 Confidentiality.
Confidentiality is one of the fundamental values to be respected in the concrete operations of the Company, as it contributes to the reputation of the Company itself. The recipients of the Code of Ethics must maintain the utmost confidentiality on information, documents and data of which they have come to know in the course of their work. They belong to the Company and, as such, cannot be used, disclosed, communicated or disseminated without specific authorisation. Similarly, the Company undertakes to protect information relating to its personnel and third parties, avoiding any improper use of this information. 

3.6. Protection of the corporate image.
The recipients of the Code of Ethics orient their behavior towards the protection of the corporate image, in the knowledge that good reputation and credibility are inalienable intangible assets of the Company.

3.7. Development of professionalism and prohibition of discrimination.
The Company undertakes to develop the skills and competences of its personnel, pursuing a policy based on equal opportunities and merits, considering professionalism a guarantee for the entire community and a determining condition for achieving its objectives. Therefore, search, selection, hiring and career development respond only to objective assessments of job quality, without any discrimination.
3.8. Protection of health and safety at work.
The Company adopts all the necessary measures to ensure safety in the workplace and works to ensure that the physical integrity of all workers is guaranteed, in full compliance with the relevant legislation. It undertakes to disseminate and consolidate a culture of safety among all its collaborators, developing risk awareness and promoting responsible behavior on the part of all.
3.9. Environmental protection.
The Company undertakes to operate in compliance with current environmental regulations, to promote and plan the development of its activities aimed at enhancing natural resources and preserving the environment for future generations. All Company personnel participate in the environmental protection process as part of their duties.
3.10. Responsibility in business.
The Company ensures that the conduct of business is based on respect for the principles of integrity and transparency. In particular, all actions, operations, negotiations and, in general, conduct implemented in the practice of business, must be based on the utmost correctness, with the exclusion
of any phenomenon of corruption or favoritism, on the completeness and transparency of the information and legitimacy, not only formal, on the basis of current regulations and internal procedures. The corporate bodies, employees and external collaborators of the Company are required
to provide, during the negotiations, complete, transparent, understandable and accurate information, so that the stakeholders are able to make their own decisions with autonomy and awareness.

3.11. Respect for legality and democratic values.

The Company undertakes not to facilitate in any way groups, associations or individuals who pursue illicit purposes, guaranteeing respect for the law and the values of the democratic system.

4. Rules of conduct.

4.1. Relationships with customers.

The Company directs its activity towards the satisfaction of its customers, paying attention to requests that can favor an improvement in the quality of products and services. In relations with customers and clients, INSILICOTRIALS TECHNOLOGIES SPA ensures correctness and clarity in commercial negotiations and in the assumption of contractual obligations, as well as faithful and diligent fulfillment of the contract. Adequate conditions must be implemented for each type of customer, establishing homogeneous treatments for customers who are in the same conditions and in any case compliant with market practices typical of the sector.
4.2. Relations with suppliers.
The conduct of INSILICOTRIALS TECHNOLOGIES SPA in the procurement phases of goods and services is based on the search for the maximum competitive advantage, the granting of equal partnership opportunities for each supplier, loyalty and impartiality of judgement. In choosing suppliers, therefore, undue pressure is not admitted and accepted, aimed at favoring one supplier to the detriment of another and such as to undermine the
credibility and trust that the market places in INSILICOTRIALS TECHNOLOGIES SPA, regarding transparency and rigor in the application of current regulations and internal company procedures.
The choice of supplier and the purchase of goods and services of any kind must take place on the basis of objective assessments relating to the competitiveness, quality, utility and price of the supply.
The fulfillment of the contractual services by the supplier must comply with the principles of fairness, correctness, diligence and good faith and must take place in compliance with current legislation, signed contracts and internal company procedures.
4.3. Relations with Public Administrations.
The behavior of the corporate bodies of INSILICOTRIALS TECHNOLOGIES SPA towards the Public Administration must be inspired by maximum transparency, legality, correctness and integrity. Therefore, logics of conditioning the decisions of the counterparty, in any form expressed or implemented, aimed at influencing decisions in favor of the Company or requesting or  obtaining favorable treatment are rejected. It is also forbidden to process requests by Public Administration personnel tending to subordinate decisions and acts in favor of INSILICOTRIALS TECHNOLOGIES SPA to acknowledgments of utility of any kind. It is explicitly forbidden to use disbursements, contributions, loans, reliefs received from national or EU or non-EU public bodies for purposes other than those for which they are intended. Relations with the Public Administration are maintained by designated company representatives. If the Company uses a consultant to be represented or receive technical administrative assistance in relations with the Public Administration, the same directives valid for Company employees will be applicable to this person and his staff. All documentation summarizing the procedures through which INSILICOTRIALS TECHNOLOGIES SPA entered into negotiating or administrative contact with Public Administrations must be duly collected and kept. 

4.4. Duties of the Company towards employees.
The society:
– adopts personnel policies that are based on the valorization of merit and the development of professionalism; these policies comply with criteria of merit and competence; therefore, discriminatory practices in the selection, recruitment, training, management and development and remuneration of personnel are prohibited;
– informs the newly hired employee in a comprehensive manner on the  characteristics of the duties and function, on regulatory and remuneration elements and on the required compliance with the principles contained in the Organisational, Management and Control Model, of which this Code of Ethics is a part;
– requires the managers of operating units and all collaborators, each to the extent of their competence, to adopt behaviors consistent with the principles referred to in the previous point.
4.5. Duties of employees to the Company.
Without prejudice to the provisions of the Law, the Articles of Association, internal regulations and legislation, as well as the contractual provisions in force, the employees, in carrying out their duties, must align their actions with the principles expressed in this Code of Ethics. All personnel of INSILICOTRIALS TECHNOLOGIES SPA must, in particular:
– base their behavior on the observance of the principles of protection and respect for the human person, on loyalty, on correctness in personal relationships and on operational logics based on integration and collaboration, on empowering people, on team spirit and on respect for hierarchical relationships and functional in order to pursue corporate objectives;
– avoid carrying out transactions in conflict of interest, promptly informing the direct superior of any direct or indirect family relationships with counterparties with whom he is about to start or manage business relationships on behalf of INSILICOTRIALS TECHNOLOGIES SPA;
– treat data, news and information in absolute confidentiality, avoiding their disclosure, diffusion or unauthorized use;
– protect and safeguard the values and assets entrusted to him and contribute to the protection of corporate assets in general, avoiding situations that could negatively affect the integrity and safety of said assets;
– avoid using INSILICOTRIALS TECHNOLOGIES SPA resources, goods or materials for personal advantage, or in any case for improper purposes;
– prevent an unbalanced personal financial situation from having repercussions of any kind in the work activity;
– neither accept nor offergifts (that are not of absolutely symbolic value), fees or benefits of any kind from or to subjects with whom INSILICOTRIALS
TECHNOLOGIES SPA have a business relationship.

4.6. Relations with external collaborators.
External collaborators are required to comply with the principles contained in the Code of Ethics. The personnel of the Company, in relation to their duties, will take care of:
– respect the principles and internal procedures for the selection and management of the relationship with external collaborators;
– work only with qualified and reputable people and companies;
– promptly inform their hierarchical superior, in the event of uncertainties regarding possible violations of the Code of Ethics by external collaborators;
Agreements with external collaborators must be drawn up in the form prescribed by company provisions/procedures and in any case in writing.
In any case, the fee to be paid must be commensurate with the service indicated in the contract and, in any case, with the professional skills and the actual service performed.
4.7. Relations with partners.
In relation to its members, INSILICOTRIALS TECHNOLOGIES SPA undertakes to:
– ensure the effective participation of all members of the corporate bodies in the  work of the shareholders’ meeting through timely information on the items on the agenda;
– seek maximum transparency both in corporate communications and in personal  relationships.
4.8. Behavior of corporate bodies.
The corporate bodies are required to comply with the contents of this Code of Ethics.
Their members are required to:
– maintain a behavior inspired by autonomy and independence with public institutions, private subjects, economic associations and political forces, providing the correct and necessary information for carrying out internal and external control activities;
– maintain a behavior inspired by integrity, loyalty, sense of responsibility towards the Company;
– respect the principles of precision, clarity, completeness and truthfulness in the
information to the administrative body and to the shareholders;
– comply with the principles of clarity, completeness and truthfulness in providing information to third parties;
– avoid situations of conflict of interest or incompatibility of functions, assignments or positions inside and outside the Company.
4.9. Relations with the media.
Relations with the press and the mass media in general are maintained exclusively by the Department appointed to do so on the basis of internal regulations and must be based on respect for the right to information. Reporting to the mass media will be accurate and must be done with clarity and
transparency. Employees who should appear at meetings, gatherings or public events are required to do so exclusively on a personal basis and, in any case, cannot use the company’s name and brand, unless authorized by the administrative body.

5. Role of the Supervisory Body.

5.1. Role of the Supervisory Body.
For the complete observance and interpretation of the Code of Ethics, the recipients can contact the Supervisory Body responsible for its observance.
The Supervisory Body has in fact, among others, the task of:
– manage, deepen and verify the content of the Code of Ethics, in order to signal the need for adjustments to the evolution of the laws;
– operationally support in the interpretation and implementation of the Code of Ethics, as a constant reference tool for the correct behavior to adopt during the performance of one’s activity;
– check, monitor and report cases of violation of the Code of Ethics, so that in the event of violations, appropriate measures can be taken, in compliance with the laws and regulations;
– ensure and assist individuals who report behavior that does not comply with the Code of Ethics, protecting them from pressure, interference, intimidation and retaliation.
5.2. Duty to inform.

The recipients of this Code of Ethics are required to report to the Supervisory Body all
useful information on any deficiencies in the controls, reprehensible behavior or well founded suspicions of malmanagement.
5.3. Communication channels.
In order to guarantee the effective application of the Code of Ethics, the Company provides information channels through which all those who become aware of any unlawful behavior are put in a position to report the circumstance, directly and confidentially, to the Supervisory Body Vigilance.
6. Dissemination of the Code of Ethics.
This Code of Ethics will be brought to the attention of all employees and all those who establish relationships with the Company, through specific information and communication activities.
7. Sanction system.
Violation of the provisions hereof Ethical code will constitute a disciplinary offense or non-fulfilment of the contractual obligations of the employment relationship or professional collaboration. As regards the applicable sanctions, please refer to the General Section – Disciplinary system

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