Code of Ethics

1. FOREWORD

The Code of Ethics is a key tool for the propagation of ethics within the company. It indicates and sets forth the values that should guide the behaviour of every employee.

Codes of Ethics have become more prominent in the past few years. This is also due to specific legal provisions that, especially at the international level, have influenced several companies and associations to adopt a Code of Ethics.

BravoSolution adopted this Code of Ethics (the “Code”) as part of its activities. In its business endeavours, the Company values respect of law and regulations in each country as well as internal regulations as a founding principle, within a framework of integrity, rectitude and confidentiality. Among other things, this Code strives to facilitate market competitiveness and compliance with the rules governing the process. It also envisages the promotion of a proper and adequate use of resources as part of the Company’s social and environmental responsibilities. The Company undertakes to propagate the Code, perform revisions at regular intervals and make available any instrument that would promote the application of this document to the fullest.

2. RECIPIENTS AND SCOPE OF APPLICATION

The Code of Ethics of BravoSolution has the purpose of defining a system of rules that shall be respected by each and every person working for, with or on behalf of the company.

The provisions of this Code shall apply, without exceptions, to all employees of the Group as well as to all those who have business relationships with it, either permanently or temporarily or work to pursue the goals of the Group (hereinafter called the “Recipients”).

Specifically, the Code shall apply to:

– Representatives of corporate bodies and managers of company functions. Said recipients shall supervise the compliance of all company actions with the provisions of the Code, propagating its knowledge and facilitating access to the Code for all other addressees;

– Employees and associates that are part of the company staff. They are required to act in compliance with the Code;

– Suppliers of goods and services. They shall be adequately informed of the rules of conduct stated in the Code and they shall be required to adapt their behaviour to comply with them for the entire life of their business relationship with the Company.

Recipients shall duly inform all third parties of the obligations deriving from the Code; they shall demand fulfilment of its provisions and shall respond accordingly in case of failed compliance.

3. ETHIC PRINCIPLES AND BEHAVIOUR

Company employees and associates are required to duly respect applicable laws, the Code herein and all internal regulations in their business activities or interactions of any type and nature. Under no circumstances may interest or profit for the Company represent grounds for dishonest actions.

Furthermore, any relationship and behaviour at any level must be based on principles of loyalty, dedication, impartiality, transparency and mutual respect.

4. PRINCIPLES OF LOYALTY AND DEDICATION

The principle of loyalty states that no staff-member may ever:

1) be employed for third parties, with advisory contracts or any other type of consultancy or other functions for third parties without prior written approval of the Group;

2) perform any activity that would be detrimental to the company or incompatible with his or her professional obligations.

Furthermore, all employees must consider compliance with the provisions of the Code of Ethics as an essential part of their contractual obligations of company loyalty and dedication.

5. PRINCIPLES OF IMPARTIALITY AND CONFLICTS OF INTEREST

Recipients shall avoid situations and/or activities that may lead to conflicts with the interests of the Company or other companies of the Group or that may interfere with their ability to take impartial decisions, in the safeguard of the best interests thereof.

In their relationship with the Company and with other parties, the Recipients must act pursuant to legal and ethical regulations. All relationships shall be managed without resorting to unlawful means. Practices such as corruption, favouritisms, collusions, eliciting advantages for oneself or for others are all explicitly deemed as forbidden behaviour. It is compulsory to report to a supervisor (for employees) or to the internal representative (for third parties) any information that may be potentially cause of conflict with the interests of the Company or of the Group.

Furthermore, care must be taken to avoid all situations, in any activity in which the stakeholders party to the transactions are or may appear to be in a condition of conflict of interests.

6. CONFIDENTIAL INFORMATION AND PROTECTION OF PRIVACY

BravoSolution ensures confidentiality of all information in its possession and it abstains from actively collecting confidential data, unless otherwise specifically and explicitly required, pursuant to applicable provisions of the law.

Confidential information pertaining data or knowledge that belong to the Company or to other companies of the Group may not be acquired, used or communicated by personnel, unless otherwise specifically or generically authorized.

Employees and associates that are part of the company staff may not utilize confidential information for any purpose that exceeds their specific job descriptions.

Examples of said confidential information include but are not limited to: work projects, including commercial, industrial and strategic plans, information related to know-how and technological processes, financial operations, operating strategies, investment and divestment strategies, operating results, personal data of employees and lists of clients, suppliers and associates.

Furthermore, in compliance with current privacy laws, Recipients shall undertake to safeguard all information they generate or acquire and prevent improper or unauthorized usage thereof.

7. PROTECTION OF THE INDIVIDUAL

The Company performs its activities in full compliance with current regulations governing the protection of the individual in the workplace.

The Company shall avoid all sorts of discrimination whether it is based on gender, race, social class, country of origin, language, religion, political or philosophical views, membership of political associations or trade unions, health status and/or disability and age, except for what is stated in applicable legislation.

Relationship between company employees shall be based on the principles of peaceful coexistence and they must be mutually respectful of each other’s rights and freedoms. Therefore, specifically, no discriminations or retaliations based on nationality, faith, political or trade union affiliation, language or gender may be tolerated.

In order to maintain said peaceful co-existence, Recipients shall actively collaborate to promote a work environment that is respectful of the dignity and reputation of all concerned.

Furthermore, all Recipients, as part of their job description and activities, undertake to perform their professional endeavours based on the principles of risk prevention, protection of health and safety in connection with themselves, their colleagues and third parties.

The Company safeguards and promotes the value of its associates and employees in order to enhance their degree of satisfaction and increase their knowledge capital.

Therefore, in managing relationships that entails the creation of hierarchies, the Company requires that all authority be exercised with fairness and rectitude, avoiding a conduct that may be harmful in any way to the personal dignity or professionalism of all collaborators and individuals.

Hiring, remuneration and training of personnel, whether employees or associates, is based on professionalism, skills and merit. The Company rejects any type of discrimination or pressure of whatsoever sort that would encourage hiring or assigning positions to certain people outside its legitimate decisions to do so. Finally, hiring is performed in full compliance with legal regulations and job agreements and it aims at promoting the inclusion of workers in their workplace.

8.SAFEGUARDING CORPORATE PROPERTY

All recipients of this Code are directly and personally responsible for the safeguard and proper maintenance of company assets, both tangible and intangible, and resources, including human, tangible and intangible resources that were entrusted to them for performing their job. They are also responsible for the proper utilisation of said resources and assets, in the interests of the Company.

No company owned asset or resource may be used for purposes that are different from what was stated by the Company.

9. CONTROL PROCESSES

All Recipients must be cognizant of the controlling procedures and fully aware of the contribution that said procedures bring to the accomplishment of corporate targets and efficiency. All operating levels within the company share the common goal of creating an effective control system; therefore, all employees, as part of their job, are responsible for the definition, implementation and proper functioning of the operating areas of which they are in charge.

The controlling bodies are inspired by the principles of transparency, completeness, truthfulness and accuracy of information.

Any information that, pursuant to applicable legislation, must be compulsorily communicated to the controlling bodies, may not be withheld or distorted in any manner.

10. ETHICAL REGULATIONS TOWARDS THIRD PARTIES

10.1 Customers

All Recipients, in managing their relationship with customers and in compliance with internal procedures, must ensure the maximum satisfaction of the customer, by providing, among other things, accurate and exhaustive information regarding products and services they supply, promoting informed choices. Recipients may not promise or offer payments or goods to promote or advance the interests of the Company.

Possible gifts, gratuities and acts of hospitality may be possible only if so by their very nature or value; they may not be interpreted as a means to elicit a favourable treatment.

10.2 Suppliers

The selection of suppliers and determination of procurement conditions must be based on an objective and transparent evaluation, which should consider, among other things, the ability of the supplier to ensure an adequate level of service, as well as the supplier’s integrity and honesty. Recipients may not accept gifts, gratuities and the likes, unless they are part of normal business etiquette and of low value. Should a Recipient receive from a Supplier any proposals that include benefits, he or she shall promptly report it to their supervisor.

10.3 Relationship with Public Administration and Bodies

Relationships with Public Administration are based on the highest degree of transparency and rectitude. Specifically, the Company entertains the necessary relationships with National Authorities, Regions, local authorities, in Italy and other Counties and collaborates fully with them, pursuant to their roles and functions, as prescribed by law and the Company charter.

Only authorized and designated company functions may undertake agreements with the Public Administration and with Public Institutions. Anyone who operates on behalf of the Company is forbidden from offering, either directly or through a third party, sums of money or benefits of any kind to the officials or to the employees of a public service.

Such provisions may not be circumvented by using forms of remuneration that would serve the same illicit purposes of the aforementioned benefits, even when they are intended as sponsorships, appointments, consultancies or advertisements.

Acts of etiquette, gifts and forms of hospitality to public officials or representatives of a public service must always be authorized on grounds of dedicated corporate procedures. Said acts and gifts are allowed only when they are of low value and are considered customary in the instance at hand. Specifically, they may not compromise the integrity and reputation of BravoSolution and they may not be used to sway the receiver of said acts and/or gifts.

Any Recipient who receives proposals or requests for benefits from public officials shall immediately report to a supervisor (for employees) or to the internal representative (for third parties).

Recipients that deal with Public Administrations or Bodies as part of their job implementation have the responsibility of verifying pre-emptively and with due diligence that the conditions stated and/or certified in the interest of the Company are truthful and accurate.

10.4 Political organizations and trade unions

BravoSolution abstains from any form of illicit pressure, either direct or indirect, on members of political parties or trade unions. This includes its own managers, employees and associates that are part of company staff.

Directors, managers and employees may not pursue any political activity during their working hours, nor may they use company assets or property for this purpose. The Recipients must acknowledge that any form of political involvement is a personal choice, to be pursued in their own spare time, at their own expense and pursuant to applicable laws.

When dealing with stake-holders (e.g. professional guilds, local groups, environmental associations etc.) no manager, employee or associate may promise or pay sums, pledge or transfer goods of any nature or bestow any benefits personally to promote or advance the interests of the company.

When a contribution is deemed useful for public interest, the involved company shall determine if it is acceptable in view of applicable laws. All contributions must be paid in full compliance with current laws and regulations, and they must be properly reported and registered.

10.5 Mass Media

Relationship between companies and mass media is under the sole and exclusive scope of the specifically appointed company function. Said relations shall be entertained consistently with the communication policy of the companies and of the Parent Company. Information and communication given to mass media shall be truthful, complete, accurate, transparent and consistent among themselves. In addition, all Recipients must abstain from circulating fake or misleading news that may deceive third parties.

11. OBLIGATIONS OF SUPPLIERS TOWARDS THE CODE OF ETHICS

The Company circulates the contents of this Code among its suppliers of goods and services. It shall also ensure that suppliers are aware of the contents herein and they undertake to respect them during their business endeavour with BravoSolution, and that they abstain from any behaviour that may lead the company, its managers, employees or collaborators to violate the principles set forth herein.

12. BREACH OF CODE

Compliance with the regulations envisaged in this Code is considered an essential part of the contractual obligation for BravoSolution employees, and for the associates with an ongoing work contract.

Violation of the provisions contained in this Code would jeopardize the relationship of trust between the company and the employee and may result in disciplinary, legal and criminal law repercussions.

In case of dire breach of the code, the violation may result in the termination of the work contract, if such violation is committed by an employee, or the interruption of the business relationship, when committed by a third party.

Violation of this Code of Ethics represents an infringement of the relationship of trust that is at the basis of the role of corporate bodies and may consequently have legal repercussions.