CODE OF ETHICS AND ORGANISATION AND MANAGEMENT MODEL (PURSUANT TO LEGISLATIVE DECREE NO. 231/01)

ORGANIZATIONAL MODEL UNDER LEGISLATIVE DECREE 231/2001

Legislative Decree No. 231/2001 (also the "Decree") introduced into the Italian legal system the regime of administrative liability of corporations for certain crimes committed in their interest or to their advantage by individuals in top management positions or persons subject to their direction or supervision. The administrative liability of the corporation is independent of the criminal liability of the natural person who committed the crime and stands alongside the latter.

The Decree provides a specific form of exemption from such liability if it appears that the entity has adopted and effectively implemented "models of organization, management and control" that are suitable for preventing, with reasonable certainty, crimes similar to the one that occurred.

THE 231 MODEL IN RGI

In order to avoid the possible commission of the offenses contemplated by the Decree, RGI S.p.A. has adopted its own model of organization, management and control ("Model 231"), aimed at preventing both the risk of the relevant offenses being committed and, consequently, the administrative liability of the Company. Model 231, adopted starting from an accurate analysis of the company's activities aimed at identifying areas potentially at risk, constitutes a set of general principles, rules of conduct, control tools and organizational procedures, as well as encompasses information and training activities and the disciplinary system, aimed at ensuring, as far as possible, uniformity of application for the prevention of the commission of crimes.

With the adoption of Model 231, the Company has equipped itself with a complex system of rights, duties and responsibilities, as well as protocols that, as a complement to the system of attribution of functions and delegation of powers and other internal organizational tools, all have the purpose of ensuring adequate transparency and knowability of the decision-making and financial processes, as well as the conduct that must be kept by the recipients of Model 231, both in the phase of prevention of crimes and in the phase of control of the effective implementation of Model 231.

In fact, among the purposes of Model 231 is to develop awareness in the Recipients (employees, collaborators, suppliers, consultants and third parties in general) who operate in processes at risk that they may incur offenses that entail sanctions both against them, as reported in the disciplinary and sanction system of Model 231, and against the Company, through adequate internal training and communication of Model 231 to the outside world.

IN DETAIL

RGI S.p.A. periodically adjusts its Model 231 (the last update was on November 9, 2023) to regulatory developments, as well as to changes in the company's organization, such as corporate change and revision of the company's internal processes. In particular, the latest regulatory updates of Model 231 include the amendments to the Criminal Code introduced by Law 22/2022, the introduction of new criminal offenses into Legislative Decree 231/2001 by Legislative Decree 184/2021 and Legislative Decree 19/2023, and the transposition of the European legislation on whistleblowing that occurred with Legislative Decree 24/2023.

THE SUPERVISORY BODY

RGI has entrusted a Supervisory Body with the task of supervising compliance with the requirements of Model 231, verifying their actual effectiveness and assessing the need for any updates. The Supervisory Board was appointed in the person of Mr. Emiliano Nitti (Chairman), Dr. Enrico Calabretta and Mrs. Silvia Tironzelli..

REPORTS, EVEN ANONYMOUSLY, RECEIVED BY RGI

The top management, all employees and collaborators of the Company are required to report, even in confidential or anonymous form, any unlawful conduct, commission or omission, which constitutes or may constitute a violation or suspected violation of the 231 Model and the Code of Ethics or unlawful conduct relevant under Legislative Decree 231/2001 integrating specific types of offenses, of which they have become aware by reason of the functions performed.

In this regard, the Company has provided for the Speak Up! computer reporting channel and adopted, in implementation of the provisions of Legislative Decree No. 24 of 2023, a group policy to which the Model refers and an excerpt of which can be found in the dedicated section with all the information useful for the submission and management of reports.

THE 231 MODEL IN RGI GROUP

Although the Decree has direct validity only for companies headquartered in Italy, establishing their administrative liability for unlawful activities committed both in Italy and abroad in the interest or to the benefit of companies headquartered in the Italian territory, the adoption and updating of Model 231 also applies to other RGI Group companies headquartered abroad, mainly in France, Germany, Tunisia.

RGI S.p.A., in fact, takes steps to sensitize the foreign subsidiaries, on the contents of the Italian law in order to implement an extensive control system, common to all the companies belonging to the Group, as well as to disseminate to the Group the values, principles and rules of personal and professional behavior that must be followed in the exercise of business activities through the adoption of a common code of conduct.

CODICE ETICO (EX D. LGS. n. 231/01)
Modello di Organizzazione e Gestione (EX D. LGS. n. 231/01)
Courtesy extract of the Organization, Management and Control Model in English