Code of Ethics
ICE Group

Updated on

4 October 2021
12 October 2022

ICE GROUP – Code of Ethics

INDEX

1. INTRODUCTION .............................................................................................................. 3
2. GENERAL PRINCIPLES..................................................................................................... 4
2.1 SCOPE AND RECIPIENTS OF THE CODE OF ETHICS ............................................................. 4
2.2 MORAL PRINCIPLES AND VALUES ....................................................................................... 4
2.3 RELATIONSHIP TO THE ORGANISATION, MANAGEMENT AND CONTROL MODEL PURSUANT
TO LEGISLATIVE DECREE 231/2001 .................................................................................... 7

3. CONDUCT CRITERIA ........................................................................................................ 9
3.1 GENERAL CONDUCT CRITERIA IN RELATIONSHIPS WITH THOSE THE COMPANIES ENGAGE
WITH .................................................................................................................................... 9
3.1.1 Information management ............................................................................................... 9
3.1.2 Gifts, complimentary items, benefits ................................................................................ 9
3.1.3 Communication and relations with information and the mass-media .................................. 10
3.2 CONDUCT CRITERIA FOR RELATIONSHIPS WITH COLLABORATORS .................................. 10
3.2.1 Personnel selection ......................................................................................................... 10
3.2.2 Establishment of the employment relationship .................................................................. 10
3.2.3 Human resources management ....................................................................................... 10
3.2.4 Integrity and protection of the individual .......................................................................... 11
3.2.5 Health and safety ........................................................................................................... 11
3.2.6 Protection of privacy ....................................................................................................... 11
3.2.7 Protection and use of corporate assets ............................................................................ 11
3.2.8 Use of the IT system ...................................................................................................... 11
3.3 CONDUCT CRITERIA FOR RELATIONSHIPS WITH THIRD PARTIES .................................... 123.3.1 Relationships with customers .......................................................................................... 12
3.3.2 Relationships with suppliers ............................................................................................ 12
3.4 CONDUCT CRITERIA FOR RELATIONSHIPS WITH THE COMMUNITY AND THE PUBLICADMINISTRATION ................................................................................................................ 12
3.4.1 Environment .................................................................................................................. 12
3.4.2 Political and trade union organisations ............................................................................. 13
3.4.3 Contributions and sponsorships ....................................................................................... 13
3.4.4 Relationships with the Public Administration ..................................................................... 13

4. ACCOUNTING TRANSPARENCY ........................................................................................ 14
5. PROVISIONS ................................................................................................................... 15
6. CONTROL OVER, AND BREACHES OF, THE CODE.............................................................. 16
6.1 CONTROL OVER THE CODE OF ETHICS ................................................................................ 16
6.2 BREACHES ............................................................................................................................ 16
6.3 REPORTING .......................................................................................................................... 17

7. ENTRY INTO FORCE AND AMENDMENTS ......................................................................... 18

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ICE GROUP – Code of Ethics

1. INTRODUCTION
This Code of Ethics defines the ethical and conduct values, principles and responsibilities that
underpin the business activities of ICE S.p.A. and of the companies controlled by and under common
control with ICE S.p.A. (hereafter the "Companies", each a “Company” and, jointly, the “ICE Group”),
in the conduct of their business activities.
The main objective of the Companies, which operate in the chemical-pharmaceutical sector, is the
production and marketing of active ingredients and excipients for the pharmaceutical industry andfinished pharmaceutical products, with afocus on the production of bile derivatives.
The Companies are indeed all part of the ICE Group, which is among the main producers of active
ingredients derived from bile acids, such as ursodeoxycholic acid.
The Companies intend to continue to develop and maintain a relationship of trust over time with all
their stakeholders, whether they are investors, customers, suppliers, collaborators, organisations,associations or institutions.
This Code of Ethics aims to strengthen and communicate the Companies' principles andresponsibilities, as well as to standardise the conduct of their collaborators, in order to further
strengthen their relationships of trust with all those they engage with.
The Code of Ethics details the list of conduct criteria on which the activities of the Companies, theiremployees and all those who cooperate in carrying out the activities of Companies must be based.

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2. GENERAL PRINCIPLES
2.1 SCOPE AND RECIPIENTS OF THE CODE OF ETHICS

The Code of Ethics, approved by the Board of Directors of ICE S.p.A. and by the competent bodiesof the other ICE Group Companies, is addressed to members of the management and supervisory
bodies, directors, auditors and, in general, to all employees of the Companies and to all those whowork permanently or on a temporary basis on behalf of the Companies (hereinafter "Recipients").
Recipients are required to observe the provisions of this Code of Ethics for the entire duration of therelationship with the Companies.
The members of the management and control bodies of the Companies are inspired by the values
and principles of this Code of Ethics in the exercise of their activities.
The members of the management and control bodies of the Companies are required to take into
account the principles of the Code of Ethics in setting the objectives for the Companies, and inproposing and implementing strategies, investments and projects.
The Companies' senior managers are required to observe the contents of the Code of Ethics indeveloping processes and when proposing and implementing the activities and actions necessary to
pursue the Companies' objectives.
Employees must be inspired by the Code of Ethics in the context of their work, adapting their conduct
and actions to ensure compliance with the current law and regulations.
Collaborators who are not in a subordination relationship with the Companies, as well as commercial
partners who for various reasons are involved in business relationships with the Companies, arerequired, within the context of the various relationships with the Companies, to adapt their conduct
to the provisions of the Code of Ethics. The Companies shall make known to such subjects the Codeof Ethics in an appropriate manner so that they are aware of the fact that being in a contractual
relationship with the Companies implies the acceptance of this Code of Ethics.
The Code of Ethics applies both in Italy and abroad, while considering the cultural, social andeconomic diversity of the various countries where the Companies operate, and it is aimed atcomplying with the provisions of the current law in each Country.
2.2 MORAL PRINCIPLES AND VALUES

The following principles represent the indispensable and fundamental heritage of the Companies,
which base their development on their solid reputation which is faithful to these values.
Recipients are required to comply with these principles in the strictest sense when carrying out theiractivities.
▪

Honesty and lawfulness

The Companies operate in compliance with current laws and regulations and the principles of honesty
and transparency.
The Companies comply with the current regulatory provisions in all the countries where they operate.
Under no circumstances can the pursuit of the Companies' interests justify any other type of conduct.
The Companies repudiate and reject any form of association with criminal purposes.
▪

Professionalism

The Companies' activities are carried out with professional commitment and rigour.
Relationships between employees and with collaborators, at all levels, must be based on the conduct
criteria of correctness, collaboration, loyalty and mutual respect.
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Impartiality, dignity and equality

In their working relationships and corporate decisions, the Companies avoid any discrimination basedon the age, language, gender, sexual orientation, health status, race, nationality, political views andreligious beliefs of the individuals they engage with.
The Companies respect the personal dignity, privacy and personality rights of all individuals.

▪

Protection of human rights and local communities

Carrying out their activities, the Companies respect the universally recognised human rights,
complying with the principles expressed in the United Nations Universal Declaration of Human Rights,
in the Fundamental Conventions of the International Labour Organisation (and in particular, inConventions Nos. 29, 87, 98, 100, 105, 111, 135, 138 and 169, the latter protecting the rights ofindigenous and tribal peoples) and in the OECD Guidelines for Multinational Enterprises.
Therefore, the Companies, in each of the countries in which they operate•respect the instructions of public authorities and governments in the implementation of their
human rights programmes;
attach the highest value to human dignity, and ensure working conditions that respect it;
respect, promote and protect everyone's right to freedom of thought, expression, conscienceand religion;
respect, promote and protect everyone’s right to life, liberty and security;
reject all forms of compulsory or forced labour;
protect the rights of the children to be protected from economic exploitation, in line with theregulations of the host country;
respect the rights of people and local communities, biodiversity, their right to own and use landand natural resources, the right to water and the highest attainable standard of physical andmental health;respect the cultures, lifestyles, institutions, ties to the land of origin and development models
of local people and communities, including indigenous communities, in line with ILO Convention
No. 169 and international standards;
recognise the right of their workers to fair remuneration, in proportion to the quantity andquality of work performed;
ensure freedom of association and the effective recognition of the right to collective bargaining;
also by committing to comply with ILO Convention No. 135, which explicitly prohibits any
discrimination against workers' representatives in relation to their trade union activities, byensuring adequate access to the workplace not only for employees but also for trade union
representatives, and by remaining neutral with regard to the preference of employees to join
and remain in a trade union organisation, transfer their membership or terminate theirmembership; andlimit the use of armed guards to what is strictly necessary for the protection of persons andcompany assets, adopting preventive and defensive measures to minimise the need for an
active response, in compliance with current legislation and international standards, including
the UN Basic Principles on the Use of Force and Firearms by Law Enforcement Officials and theVoluntary Principles on Security and Human Rights.

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Confidentiality, protection of information and privacy
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In accordance with the provisions of the current law, the Companies guarantee the confidentialityof information in their possession, undertaking to protect the confidential and personal data ofcollaborators or third parties.
In full compliance with the current legislation, including, as for Italy, Legislative Decree No. 196/2003(and subsequent amendments) and EU regulation No. 679/2016 (GDPR) and the current legislationin each Country relating to privacy and data protection, the Companies guarantee the correct
processing of personal data and of the particular categories of personal data in their possession.
▪

Loyalty, fairness and good faith

The Companies act according to fairness and good faith.
In company activities, situations where the parties involved are, or may even appear to be, in conflictof interest must be avoided.
▪

Respect for Individuals

The Companies protect and promote the value of their personnel in order to improve and increase
the value of the skills of each collaborator.
▪

Protection of the environment, health and safety

The environment is a primary asset that the Companies are committed to safeguarding.
The Companies manage their activities with respect for the environment and in line with current
environmental protection regulations.
The Companies undertake to put in place and maintain the highest health and safety standards andguarantee the adoption of the necessary prevention measures against occupational accidents anddiseases, in full compliance with the provisions of Legislative Decree 81/2008 (Consolidated Safety
Law) as regards Italy and other applicable regulations, domestic and international, including thosefor factories relating to the risks of major accidents.
The Companies guarantee the physical and moral integrity of their collaborators with working
conditions that respect human dignity and safe and healthy working environments.
▪

Protection of copyright and intellectual and industrial property

The Companies guarantee respect for third party intellectual and industrial property rights and thoserelating to trade dress.

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Ensuring competition and the functioning of a free market (Antitrust Law)

The Companies strictly adhere to the principles of an open market economy and of free and effective
competition.
The Companies direct their businesses to meet the needs of their customers and therefore, they aim
to excel on the market thanks to the quality and innovation of its products, welcoming competition
with other players and promoting a healthy and fair competition.
The Company (and each Addressee of the Code of Ethics) shall refrain from conduct contrary to antitrust
law, which prohibits agreements and concerted practices having the effect or even only the objective or
the ability to hinder or limit free competition.
For example, under antitrust law, the following conducts are prohibited:• agreements with competitors, including tacit and non-binding agreements, concerning the fixing ofprices (or price elements, including discounts), the division of markets (in geographical areas or in
relation to customers), or the achievement/consolidation of market shares;• the exchange (but also the unilateral transmission or receipt without an explicit refusal) ofcommercially sensitive information with one or more competitors, either directly or through a third
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party mediated by a third party;
the determination of resale prices applicable by the Company's customers (including minimum prices
and/or maximum discounts).

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Abusing a dominant position is also prohibited. There is a risk of dominance where the Companies have amarket share of at least 40% in the relevant market. In some countries the threshold may be lower (e.g.
in Brazil it is 20%). An abuse of a dominant position may, for example, result from the following conduct:unjustified refusal to supply, the imposition of unjustifiably onerous prices and conditions of purchase orsale (or, conversely, below cost prices), tying the supply of a product or service to the purchase of anotherproduct or service which has not been requested, or the provision of exclusivity clauses in relations withcustomers and suppliers.
Conduct that obstructs free competition can not only significantly damage the reputation of companies,
but also entails serious economic consequences (financial penalties, compensation for damages under civillaw), as well as, in some jurisdictions and for certain types of conduct, potential criminal repercussions.
In order to spread the culture of free competition and ensure the appropriate tools to avoid violations ofantitrust law, the companies effectively implement an Antitrust Compliance Program which includes
activities of risk identification and prevention, internal control and training (including through thedissemination of the Antitrust Guidelines), as well as periodic monitoring and updating by the Antitrust
Compliance Department.

▪

Relationships with the Public Administration and Institutions

The Companies manage their relationships with the public administration and institutions incompliance with the principles of legality, honesty, transparency and clarity, respecting current
legislation in all the countries where they operate.
▪

Transparency and truthfulness of information, financial statements andcompany communications

In managing the various company activities, the Companies provide complete, transparent andaccurate information.
The Companies ensure, in compliance with current legislation, that the principles of transparency,
truthfulness and completeness are respected in relation to any document which contains economic,
equity or financial information.

2.3 RELATIONSHIP TO THE ORGANISATION, MANAGEMENT AND CONTROL MODEL PURSUANT TOLEGISLATIVE DECREE 231/2001

In addition to this Code of Ethics, the companies of the ICE Group incorporated in Italy (the “ItalianCompanies”) have adopted their own Organisation, Management and Control Model pursuant toLegislative Decree 231/01.
The Code of Ethics has a general scope and is an instrument which has been independently adopted
by the Italian Companies, even if it recalls the conduct principles relevant for the purposes of theModel.
With reference to the Italian companies this Code of Ethics respects, for the purposes of Legislative
Decree 8 June 2001, No. 231 (Legislative Decree 231/2001), the requirements of the "Guidelines forthe development of organisation, management and control models pursuant to Legislative Decree
231/2001" drawn up by Confindustria.
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Organisation, Management and Control Model, intended as a tool with specific purpose and relevancepursuant to Legislative Decree 231/01, responds to specific requirements contained in the Decree,
aimed at preventing the commission of particular types of offences that, apparently committed forthe benefit of the Italian Companies, may give rise to an administrative liability for the offence under
the provisions of the Decree.

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3. CONDUCT CRITERIA
3.1 GENERAL CONDUCT CRITERIA IN RELATIONSHIPS WITH THOSE THE COMPANIES ENGAGE
WITH

3.1.1 Information management
The information, data and knowledge acquired, processed and managed by Recipients in carryingout their work must remain strictly confidential and suitably protected and cannot be used,communicated or disclosed, both inside and outside the Companies, in a way which is not compliant
with current legislation and company procedures.
By way of example and not limited to, confidential information may include:▪ business, strategic, economic/financial, commercial, managerial and operational plans;▪ projects and investments;▪ data relating to personnel;▪ corporate and commercial agreements;▪ information protected by intellectual or industrial property rights, know-how relating to the
production, development and marketing of products or services;▪ corporate databases.
Recipients, in processing such data and information, must pay the utmost attention and respect its
confidentiality, avoiding revealing confidential Company information.
Recipients must not use confidential information for purposes other than those related to carryingout their work and must:▪ acquire and process data and information in compliance with specific company procedures;▪ store data in a way that prevents other unauthorised persons from gaining knowledge of it;▪ only communicate the data with explicit authorisation from the individuals in charge of it,
above all making sure that it is to be disclosed;▪ ensure that there are no absolute or relative constraints regarding the disclosure of
information relating to third parties and, if necessary, obtain their consent.
Please note that the exchange (as well as the unilateral transmission or receipt without an unilaterally
exchanging (as well as unilaterally transmitting or receiving) commercially sensitive information with
one or more competitors, whether directly or or mediated by a third party, may constitute a violationof antitrust laws.
All information available to the Companies is treated in full respect of the confidentiality and privacyof data subjects, with particular observance of the provisions of Legislative Decree No. 196/2003 (asamended) and EU regulation No. 679/2016 (GDPR) and of the applicable law of each Country where
the Companies operate with reference to personal data protection and privacy, which all Recipientsare required to respect.

3.1.2 Gifts, complimentary items, benefits
It is expressly forbidden to distribute complimentary items and gifts outside the provisions of practiceand of the relevant applicable policies (i.e. any form of gift offered above normal commercial or
courtesy practices, or in any event aimed at receiving preferential treatment in the conduct of any
business activity).
In particular, it is prohibited to give any form of gift to Italian and international public officials (evenin those countries where the giving of gifts is a widespread practice), or to their families, which could
influence and, or can be perceived as being able to influence, the independence of judgement or
induce any advantage for the Companies. Permitted gifts are always characterised by their low value.
Directors, senior managers and employees are allowed to accept gifts or other complimentary items
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from third parties who have or could potentially maintain relationships with the Companies, within
the limits of normal courtesy relationships and only if of modest value.
It is prohibited to accept gifts in the form of money or goods which are easily convertible into money.
Any gift that does not meet the above criteria must be refused.
The provisions of this paragraph shall apply as better described in the relevant applicable policy.

3.1.3 Communication and relations with information and the mass-media
Any external communication of documents and information of any nature and in any form concerning
the Companies must take place in compliance with current laws and professional conduct practices
and must be carried out with transparency and clarity with the express authorisation from therelevant company managers.
The disclosure of false, biased or confidential information concerning the Companies, their employees
or collaborators is prohibited.
Recipients are required to comply with these criteria of conduct and avoid conduct aimed at acquiring
favourable treatment from information and press bodies.
In general, press announcements or statements published on the internet regarding future businessstrategies (including sales targets or possible price increases) should be avoided in order to preventan antitrust violation. It is also important to refrain from commenting on competitors' statements.
3.2 CONDUCT CRITERIA FOR RELATIONSHIPS WITH COLLABORATORS

3.2.1 Personnel selection
Personnel assessment is carried out with respect for equal opportunities for all interested parties.
Within the limits of available information, the Department that oversees personnel management
adopts appropriate measures to avoid favouritism, nepotism or forms of clientelism in the selection
and hiring stages.

3.2.2 Establishment of the employment relationship
Personnel are hired with a regular employment contract and any form of work that does not comply
with applicable laws and national collective labour agreements is not acceptable.
At the time the employment relationship is established, each employee receives information on thedepartment's characteristics, duties to be carried out, regulatory and remuneration matters and therules and procedures to be respected.

3.2.3 Human resources management
The Companies are aware that employee dedication and professionalism are the determining values
and conditions for achieving their objectives.
The Companies are committed to developing the skills, competences and potential of each employee.
The Companies offer all workers the same job opportunities, making sure that everyone is treatedfairly on the basis of merit and without any discrimination.
The relevant company managers must:▪ adopt the criteria of merit and competence and in any event strict professionalism in any
decision relating to an employee;▪ manage employees without any discrimination;▪ create a working environment where personal characteristics cannot give rise todiscrimination.
The Companies expect employees at all levels to collaborate in maintaining a climate within the
Companies of mutual respect for each person's dignity, honour and reputation.
The Companies reject abusive or defamatory interpersonal attitudes and will take action to prevent
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them. Recipients are required to comply with these conduct criteria.

3.2.4 Integrity and protection of the individual
The Companies invest in their role to protect the working conditions and psycho-physical health ofworkers.
The Companies undertake to protect the moral integrity of employees and collaborators,
guaranteeing the right to working conditions that respect the dignity of the person.
Discrimination, sexual or personal harassment or other similar offences are prohibited.
The Companies ensure compliance with the general ban on smoking in the workplace in compliancewith the provisions of current legislation.
Recipients are required to comply with these conduct criteria.

3.2.5 Health and safety
The Companies guarantee full compliance with the regulations on occupational health and safety
through the analysis, monitoring, prevention and management of risks connected with carrying out
their business, with particular, but not exclusive reference, as for the Italian Republic Territory, toLegislative Decree 81/2008 as amended, and compliance with the relevant legislation on major
accident risks (so-called Seveso Directive) for premises subject to it as well as with the current
safety and health regulations of each Country where the Companies operate.
Recipients are required to implement and comply with all the envisaged prevention and safetymeasures.

3.2.6 Protection of privacy
The Companies guarantee full compliance with regulatory provisions relating to the confidentialityof personal data and the protection of privacy, by adopting the standards established by law for dataprocessing.
With particular reference to the processing of workers' personal data, the Companies implement
specific measures to inform workers of the nature of the personal data being processed, processing
methods, areas of communication and rights of data subjects.
Recipients are required to implement all the provided measures and precautions and not to use datafor purposes not connected with the exercise of the activities entrusted to them.

3.2.7 Protection and use of corporate assets
Corporate assets include physical material assets (e.g. computers, printers, equipment, cars, realestate, infrastructure) and intangible assets (e.g. trademarks, patents, etc.).
The protection of assets is a fundamental value for the protection of the Companies' interests.
Recipients, in carrying out their business activities, must protect company assets and prevent theirfraudulent or improper use.
The use of the corporate assets by Recipients must be functional and exclusive to carrying out
corporate activities or for purposes authorised by the relevant managers.

3.2.8 Use of the IT system
The Companies adopt IT system management policies to guarantee the security of applications, dataand equipment.
Recipients are required:▪ to respect and apply these policies, with particular but not exclusive reference to the
management and protection of passwords for system access;▪

not to illegally copy software and applications installed on systems;
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▪
▪

not to install software or application systems without prior authorisation from the relevant
Departments;
not to access IT systems without prior authorisation from the relevant corporate
Departments;
not to engage in behaviour that could jeopardise the security, integrity or usability of data.

3.3 CONDUCT CRITERIA FOR RELATIONSHIPS WITH THIRD PARTIES

3.3.1 Relationships with customers
Negotiation relationships and communications to customers are based on the availability of andrespect for the principles of correctness, professionalism and transparency.
The conduct of employees and all collaborators of the Companies towards customers must comply
with these principles and aim for the supply of high quality services that meet the customer's
reasonable expectations and needs.
The Companies undertake to strictly comply with antitrust regulations also in their relations withcustomers. In particular, the companies do not enter into agreements or in any case do not reachunderstandings with customers that have the effect or even the objective of hindering freecompetition and refrain from any arbitrary discrimination to the detriment of their their customers.
Negotiation relationships and communications to customers must be clear, simple, complete andcompliant with current regulations.
The use of misleading and false advertising is prohibited.
Recipients are required to comply with these principles in customer relationships.

3.3.2 Relationships with suppliers
Purchasing is based on granting equal opportunities for each supplier, and the principles of loyalty
and impartiality.
The processes of evaluation, qualification and choice of supplier are based on finding the best balance
between value for money and performance quality.
In purchasing, procurement and, in general, the supply of goods and/or services, Recipients are
obliged:▪ to observe internal procedures for the selection and management of relationships with
suppliers;▪ not to preclude any interested company, which has shown it has the required requisites, frombidding to supply by adopting objective and documentable evaluation selection criteria,
according to declared and transparent methods;▪ to observe contractually agreed conditions, maintaining a frank and open dialogue with
suppliers, in line with good commercial practices;▪ to verify that suppliers have suitable means, including financial, structural and skill based, tomeet the needs of the Companies.
The Companies undertake to act in full compliance with antitrust regulations also in relations with
suppliers. In particular, the Company does not enter into agreements and in any case does not reachunderstandings with suppliers that have the effect or even the objective of hindering free competition
and refrains from any arbitrarily discriminatory behaviour.
The supplier's compliance with legislation on employment law and health and safety is considered anessential and inescapable factor in the context of the supply relationship.

3.4 CONDUCT CRITERIA FOR RELATIONSHIPS WITH THE COMMUNITY AND THE PUBLICADMINISTRATION

3.4.1 Environment
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The activities carried out by the Companies must be managed in full compliance with current
environmental protection legislation.
Management activities must refer to advanced environmental protection criteria and company
strategies must take into consideration the development of processes characterised by an evergreater attention to environmental safety.
Recipients, as part of their duties, participate in the process of risk prevention and environmental
protection.

3.4.2 Political and trade union organisations
The Companies do not make direct or indirect contributions in any form to political parties,
movements, committees, organisations or trade unions, or to their representatives or candidates
with whom a conflict of interest may arise.
The Companies also refrain from applying any direct or indirect pressure on political representatives.
Recipients are required to comply with these conduct criteria, as detailed in each relevant applicablepolicies.

3.4.3 Contributions and sponsorships
The Companies can only take requests for contributions from non-profit organisations andassociations on condition that they have a high cultural, beneficial or social value.
Sponsorship, potentially related to sporting, environmental, cultural or artistic themes, can only beprovided for initiatives, put forward by subjects with adequate credibility and that are of a highquality and original nature.
In any event, the Companies, in evaluating proposals, must be aware of any possible conflict ofinterest.
Requests for contributions or sponsorships must be authorised by the CEO, or, if not appointed, by
the management body of the Companies in compliance with current corporate procedures.
Recipients are required to comply with these conduct criteria.

3.4.4 Relationships with the Public Administration
Relationships with the Public Administration, which are necessary for the management of corporate
activities, must be managed by individuals delegated by the Companies with an explicit mandate
and must not create conflicts of interest.
The relationships must be based on maximum transparency, clarity, correctness, such as not to leadto partial, distorted, ambiguous or misleading interpretations by private and public institutional
bodies with which relationships are held for various reasons.
The Companies undertake to ensure compliance with current regulations in any relationship with the
Public Administration, and not to offer, directly or through intermediaries, sums of money or other
undue advantages to public officials or persons in charge of the public service in order to influence
their activities in the performance of their duties.
The Companies undertake to scrupulously observe the rules dictated by the Authorities forcompliance with current legislation in the sectors connected with their business.
Recipients must comply with these conduct criteria and, as far as is within their competence, withthe requests of the regulatory or supervisory bodies, providing their support during inspection
activities with transparency and availability. In case of a public tender procedure, the Companies
undertake to act in full compliance with antitrust legislation and not to engage in any conduct that,either unilaterally or otherwise, might influence the outcome of the said procedure.

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4. ACCOUNTING TRANSPARENCY
Operations and transactions must be correctly recorded in compliance with the criteria indicated bylaw and applicable accounting principles.
Recorded transactions must be authorised, verifiable, legitimate, consistent and congruous.
Accounting transparency is based on the truth, accuracy and completeness of the basic informationof the related accounting records. Each employee is required to collaborate to ensure management
facts are correctly and promptly represented in the accounts.
Adequate supporting documentation for each operation or transaction must be kept on file in order
to allow:▪ easy accounting registration;▪ the identification of the different levels of responsibility;▪ accurate reconstruction of operations, also to reduce the possibility of interpretative errors.
Each record must reflect exactly what appears on the supporting documentation. It is the duty ofeach employee to ensure that documentation is easily traceable and filed according to logical criteria.
Recipients who become aware of omissions, falsifications or negligence in accounting or the
documentation on which accounting records are based, are required to report it to the Supervisory
Body.
Recipients undertake to respect the principles of transparency, professionalism and maximum
collaboration with statutory auditors and the company that carries out the audit.

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5. PROVISIONSThe Companies guarantee the dissemination of the Code of Ethics and appropriate knowledge andclarification instruments about its contents to the Recipients.
Recipients, in due respect of the current law and regulations, have the duty to know the provisionsof the Code of Ethics and to adapt their actions and conduct to the principles, objectives and rulesof conduct provided for in the Code of Ethics.
In particular, all actions, transactions and negotiations carried out must be inspired by maximum
management correctness, completeness and transparency of information, legitimacy from a formal
and substantial point of view, clarity and truth in the accounting records and respect of the principleof legality.
Recipients are prohibited behaving in any way contrary to the provisions of the Code of Ethics.
Recipients are required to consider the corporate interest as a priority. In carrying out any activity,
situations must be avoided where the subjects involved are, or may even appear to be, in conflict ofinterest, meaning situations where the individual pursues an interest other than that of theCompanies or carries out activities that may interfere with their ability to make decisions in theinterest of the Companies, that is, personally take advantage of business opportunities or act in
opposition to the fiduciary duties related to their position.

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6. CONTROL OVER, AND BREACHES OF, THE CODE
6.1 CONTROL OVER THE CODE OF ETHICS

Control over compliance with the Code of Ethics by the Italian Companies is entrusted to each
respective Supervisory Body.
This Body, as defined in the Organisation, Management and Control Model pursuant to Legislative
Decree 231/01 adopted by the Italian Companies, is responsible, in addition to the specificdepartments indicated in the Model, for verifying compliance with the Code of Ethics, receiving andanalysing any reports of breaches of the Code and reporting to the Board of Directors (or the Sole
Director) on the need to update it.
In the other companies of ICE Group the competent management body establishes the function or
the body entrusted with the control over the Code of Ethics.
The composition of such function / body and the means of contact with the same are communicated,in each Country, to the addresses of the Code of Ethics through specific organizational
communications.
6.2 BREACHESIn the event of breaches, the Companies will take disciplinary measures against those responsible
for the breaches themselves and where deemed necessary for the protection of corporate interests,
in compliance with the current regulatory framework.
Compliance with the Code of Ethics must be considered an essential part of the contractual
obligations of Company employees. Breaches of the Code of Ethics therefore constitute a contractual
breach and/or disciplinary offence with all the consequences provided for in accordance with current
legislation and the relevant national collective labour contract.
In the event of a breach by executives, the most suitable measures will be applied in accordancewith the provisions of the current contractual legislation.
With respect to the Italian Companies, in the event of a breach by members of the Board of Directors(or the Sole Director) of the Companies, the Supervisory Body will inform the entire Board of
Directors (or the Sole Director) and the Board of Statutory Auditors, who must take the appropriate
actions pursuant to the law.
In the event of a breach by one or more Auditors, the Supervisory Body will inform the entire Boardof Statutory Auditors and the Board of Directors (or the Sole Director), who will take the appropriate
measures including, for example, the convocation of the Shareholders' Meeting in order to adopt themost suitable measures provided for by the Law.
With respect to the companies of the ICE Group other than the Italian Companies, the managementof the breaches is exercised by the function / body entrusted with the control over the Code of Ethics
and is inspired to the criteria set out in the paragraphs above.
Conduct contrary to the Code of Ethics by collaborators, suppliers or commercial partners may
determine the application of penalties or, in the case of serious breach, the termination of thecontractual relationship, without prejudice to any request for compensation should damage to theCompany result from the breach, irrespective of the termination of the contractual relationship.
Without prejudice to the potential seriousness of other conduct, it is hereby acknowledged that
violations of antitrust law generally qualify as particularly serious, and that therefore violations of
the Code of Ethics following violations of antitrust law constitute a serious breach of contract and/or
disciplinary breach for the purposes of this section.
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6.3 REPORTING

Any breach or suspected breach of the Code of Ethics must be reported in writing to the dedicatedhelpdesk at the following email address: whistleblowing@iceitaly.com or through the various
channels set up and communicated to the Addressees by the individual company (the “Helpdesk”).
It is also possible to contact the Helpdesk anonymously. However, it is strongly recommended thatyou identify yourself considering that ICE Group guarantees the authors of reports made in goodfaith against any form of retaliation, discrimination or sanction or any negative consequences arisingfrom such reports. Those responsible for retaliation will be subject to disciplinary action up to andincluding termination of employment.
At the end of the preliminary investigation phase, if the Helpdesk considers the report to be wellfounded, it will proceed with the necessary communications for the application of any penalties andany further activities that may be necessary to address the situation.
The Helpdesk is inspired to the criteria set out in the paragraphs above and to the compliance withthe whistleblowing legislation possibly applicable in the relevant country.
Without prejudice to the duty to report any violation or suspected violation of the Code of Ethics tothe Helpdesk as identified above, in case of questions, doubts or for any clarification relating toantitrust compliance (also with reference to possible violations of applicable laws) it will be possible
to consult (in addition to the channels set out above) the Antitrust Compliance Department at thefollowing email address: antitrust@iceitaly.com. If you wish, you can indicate in the email atelephone number where you can be contacted by the Antitrust Compliance Department. A timely
response will be ensured. The Antitrust Compliance Office can also be contacted anonymously atanonymous_antitrust@iceitaly.com. The ICE Group warrants against any form of retaliation,
discrimination, sanction or any other negative consequence towards anybody filing a report in goodfaith.

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7. ENTRY INTO FORCE AND AMENDMENTS
This Code of Ethics comes into force from the date of its adoption by the competent body or entityof each Company.
Any amendments or integrations must be approved by adoption by the competent body or entity ofeach Company.

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