ORGANISATION AND
MANAGEMENT MODELUNDER ITALIAN LEGISLATIVEDECREE NO. 231 OF 8 JUNE 2001

General Section

REV. 5

Azimut Benetti S.p.A. Organisation andManagement Model
General Section
REV. 5

1
2
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4
4.1
4.2
4.3
4.4
4.5
4.6
5
6
6.1
6.2
6.3
6.4
6.5
6.6
6.7

DEFINITIONS........................................................................................................... 1
Purpose and Legal Principles ................................................................................... 3
Italian Legislative Decree No. 231 of 8 June 2001 .................................................... 3
Criminal offences ...................................................................................................... 3
The imputation criteria .............................................................................................. 5
Sanctions.................................................................................................................. 5
Precautionary measures ........................................................................................... 7
Organisation and management models for the purposes of exemption from liability . 7
Features of organisation and management models .................................................. 8
Whistleblowing .......................................................................................................... 9
Confindustria Guidelines ......................................................................................... 10
The AZIMUT BENETTI S.p.A organisation and management model ...................... 10
Adoption of the Organisation and Management Model by Azimut ........................... 10
Purpose of Organisation and Management Model .................................................. 11
Model control principles .......................................................................................... 12
Structure of the Organisation and Management Model ........................................... 13
Model Preparation .................................................................................................. 13
Amendments and updating of the Model................................................................. 14
Adoption of the Model in other Group companies ................................................... 15
The Supervisory Body ............................................................................................ 15
Appointment and composition of the Supervisory Body .......................................... 15
Term and Termination of Office .............................................................................. 18
Functions, activities and powers of the Supervisory Body ....................................... 19
Information flows to the Supervisory Body .............................................................. 21
Reporting ................................................................................................................ 22
Relationship between the Supervisory Body and other Group companies .............. 23
Scope, communication and training ........................................................................ 23
Proposed amendment provided by the human resources department .................... 24
Purpose of the disciplinary system.......................................................................... 24
System of sanctions for Employees ........................................................................ 25
Sanctions for managers .......................................................................................... 32
Sanctions for members of corporate bodies ............................................................ 32
Sanctions for auditors ............................................................................................. 33
Sanctions for Independent Contractors ................................................................... 33
Sanctioning system under the Law on Whistleblowing ............................................ 33

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1

DEFINITIONS

The following definitions apply throughout the Model, without prejudice to any further definitions
contained in the individual sections.

Authority

Judicial Authorities, Supervisory Authorities, law
enforcement agencies and any Public Official or
Person in Charge of a Public Service who has powers
of inspection.

Sensitive Activities

The specific activities at risk of offences under Decree231.

Code of Ethics

The code of ethics adopted and approved by the
Azimut Benetti S.p.A.’s Board of Directors and its
updates.

Independent Contractors

Agents, finders, distributors, contractors, suppliers,
dealers,

brokers,

intermediaries,

collaborators,

consultants and all those operating in Italy and abroad
directly and indirectly in the name of and/or on behalfof and/or under the control of Azimut and/or Group
Companies.
Decree 231 or Decree

Italian Legislative Decree No. 231 of 8 June 2001, andits subsequent amendments and supplements.

Recipients of the Model

Employees, members of the Company’s Board of
Directors, the members of the Company’s Board of
Statutory Auditors, to the extent applicable, themembers of the Company’s auditing firm and theIndependent Contractors.

Employees

Employees working for the Company under asubordinate employment relationship, regardless of thecontract applied, their qualification and/or corporate
position as well as of any secondment to other
employers in Italy or abroad.

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Group

Azimut Benetti S.p.A. and its subsidiaries and/or
associated companies.

Persons in chargeof a public service

Those who, in any capacity, provide a public service.
Public service must be understood as an activity
regulated in the same forms as the public function, butcharacterised by the lack of the powers typical of thelatter, and with the exclusion of the carrying out of simple
organisational tasks and the provision of purely practicalwork (under Article 358 of the Italian Criminal Code).

Azimut or the Company

Azimut Benetti S.p.A.

Organisation and Management

The Organisation, Management and Control Model

Model

adopted by Azimut under Italian Legislative Decree No.
231

Supervisory Body or SB

The supervisory body, appointed by Azimut underDecree 231, in charge of supervising the functioning of
the Model and compliance with it, as well as the updatingof the Model.

Public Administration

Publicbodies,publicadministrations

and,

any

institutional stakeholder, both Italian and foreign.
Public Official

Those

who

exercisealegislative,

judicialoradministrative public function. For the same purposes,
an administrative function is public if it is governed byrules of public law and authoritative acts and ischaracterised by the formation and manifestation of the
public administration’s intention or by its being carriedout by means of authoritative or certifying powers(under Article 357 of the Italian Criminal Code).
Offence

The predicate offences to which the provisions of
Decree 231 apply.

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2

PURPOSE AND LEGAL PRINCIPLES

2.1

Italian Legislative Decree No. 231 of 8 June 2001

Italian Legislative Decree No. 231 of 8 June 2001 introduced into our legal system “administrative”
liability arising from Offences committed by entities, as a distinct and independent liability from that of
the natural person committing the offence.

This liability, although formally classified as administrative, is ancillary to the ascertainment of a fact
constituting an Offence by the criminal Court.

The Offence, included among those identified in Decree 231, must be committed by a person linked tothe entity by a relationship entailing certain duties and responsibilities, namely:a) by persons in top management, i.e., persons who hold positions of representation, governanceor management of the entity or one of its organisational units having financial and functional
independence, as well as by persons who — de facto or otherwise — manage and control it (inessence, in the case of companies, the management);b) by subordinates, i.e., persons subject to the direction or supervision of one of the persons
referred to in point a) (in essence, in the case of companies, the employees and contractors of
the entity).

This is an extension of liability, which extends the punishment of certain criminal offences, in addition
to the natural person who materially committed the offence, to the entities that obtained an advantage
from the commission of the offence or in whose interest the offence was committed. The “advantage”
or “interest” represent two distinct criteria for imputation of liability, the existence of even only one ofthem being sufficient for the entity’s liability to arise.
The liability of entities applies to the categories of offences expressly set out in Decree 231 and, under
Article 4 of the aforementioned Decree, may also arise in relation to offences committed abroad,provided that the country where the offence was committed does not prosecute for such offences.
Moreover, the commission in the form of an attempt is also sanctioned.
2.2

Criminal Offences

The entity can only be held liable for the commission of certain specific offences set out in Decree 231,
as amended by various subsequent legislative measures that have, from time to time, expanded the listof offences contained in the Decree.

The types of Offences that may give rise to the entity’s administrative liability under the Decree belong
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to the following categories:

offences committed in dealings with the Public Administration (Articles 24 and 25);

cybercrimes and unlawful data processing (Article 24 bis);organised crime offences (Article 24 ter);

counterfeiting money, legal tender (carte di pubblico credito), revenue stamps and distinctive
signs (Article 25 bis);

offences against industry and trade (Article 25 bis1);



corporate offences (Article 25 ter);

offences for the purpose of terrorism or to subvert the democratic order (Article 25 quater);

female genital mutilation (Article 25 quater1);offences against the individual (Article 25 quinquies);market abuse offences (Article 25 sexies);other cases of market abuse (Article 187 quinquies Italian Consolidated Law on Finance (“TUF”);

manslaughter and serious or grievous bodily harm through negligence committed in breach oflaws on accident prevention and protection of workplace hygiene and health (Article 25 septies);

handling stolen goods, laundering and use of money, goods or benefits of unlawful origin, as
well as self-laundering (Article 25 octies);

copyright infringement offences (Article 25 nonies);

inducement not to make statements or to make false statements to the Judicial Authorities(Article 25 decies);

environmental offences (Article 25 undecies);

employment of undocumented foreign nationals (Article 25 duodecies);racism and xenophobia (Article 25 terdecies);fraud in sports competitions, unlawful gambling and betting and games of chanceusing prohibited equipment (Article 25 quaterdecies);tax offences (Article 25 quinquesdecies);
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smuggling (Article 25 sexiesdecies);1transnational offences (Article 10, Italian Law No. 146 of 16 March 2006);

2.3

The imputation criteria

For the criminal conduct of a person in a top management position or of a subordinate to also give rise
to liability on the part of the legal person to which these persons belong, the Offence shall be committed
in the interest or to the advantage of the legal person. The “interest” exists when the perpetrator of the
Offence has acted with the intention of favouring the entity, regardless of whether this objective wasactually achieved; the “advantage” consists in the positive result, financial or otherwise, that the entity
has gained, or could have gained, from the Offence. Therefore, the entity is not liable for Offences
committed by natural persons exclusively in their own interest or in the interest of third parties.
2.4

Sanctions

The sanctions system provided for in Decree 231 is divided into four types of sanctions to which the entity
may be subject in the event of conviction:
fines;

disqualification sanctions;

confiscation;publication of the judgment.

Fines are always applied in the event of conviction.
The calculation of the sanction amount, under Article 10 of the Decree, is based on a complex systemof quotas. The amount of each quota varies from a minimum of EUR 258.23 to a maximum of EUR
1,549.37. For each Offence, the Decree provides for the application of a fine up to a specified numberof quotas.
The actual sanction is established by the Judge, on the basis of specific criteria such as the seriousnessof the offence, the degree of the entity’s responsibility, the activity carried out by the entity to eliminate
or mitigate the consequences of the offence and to prevent the commission of other offences, and theentity’s financial and asset positions (under Articles 11 and 12 of the Decree).
Disqualification sanctions are only imposed if expressly provided for in Decree 231 for the Offence forwhich the entity is convicted. The individual sanctions are as follows:

disqualification from carrying on the business activity;

1 Paragraph as amended by the update of Model 231 approved by resolution of the Board of Directors on 11

December 2020 (hereinafter “REV. 3”).

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suspension or revocation of authorisations, licences or concessions functional to thecommission of the Offence;

prohibition on contracting with the Public Administration, except to obtain the performance ofa public service;

exclusion from benefits, loans, grants or subsidies and the possible revocation of those alreadygranted;

prohibition of advertising goods or services.

These types of sanctions apply when the following conditions are met: (a) the entity has obtained asignificant profit from the Offence and, at the same time, the Offence has been committed by a person
in top management or, if committed by subordinates, the commission of the Offence has been facilitatedby deficiencies in the organisation model; or, alternatively, (b) there has been a repetition of the Offence.
In choosing the applicable disqualification sanction, the Judge must apply the criteria examined above
for fines.
More in detail, the disqualification sanction must be specific, i.e., that it relates to the specific activity towhich the unlawful conduct of the entity relates. Several disqualification sanctions may be applied
jointly.
In cases where the prerequisites for imposing a disqualification sanction involving the interruption of theentity’s activity are met, if the entity performs a public service or a service of public necessity theinterruption of which may result in serious harm to the community, or if the interruption of the activity,
given the size of the entity and the financial position of the geographical area in which it is located, may
have significant repercussions on employment, it is provided that the Judge may, in place of thedisqualification sanction, order that the activity of the entity continue under the guidance of acommissioner for a period equal to the duration of the sanction that would have been imposed.
The duration of disqualification sanctions may not be less than three months nor exceed two years. In
fact, disqualification measures are, in principle, temporary. However, if the same legal person has beensentenced at least three times in the last seven years to temporary disqualification from activity, and if
it has obtained a significant profit from the Offence, the Decree provides for the sanction of definitivedisqualification from carrying out the business activity.

Decree 231 also states that the company may be exempt from disqualification sanctions if it has fullycompensated for the damage resulting from the offence and has implemented adequate organisationand management models. In particular, disqualification sanctions shall not be applied when, before theopening of the first instance hearing, the following conditions are met: (a) the damage resulting from theoffence has been fully compensated for and the harmful or dangerous consequences of the offence
have been corrected or actual measures have been implemented to eliminate them; (b) the entity has
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eliminated the organisational deficiencies that led to the offence through the adoption andimplementation of organisational models capable of preventing the offences of the type occurred in the
future, and (c) the profits from the offence have been made available for confiscation.
Confiscation of the price or profit of the Offence is always ordered in the event of conviction. Where it
is not possible to confiscate the assets that constituted the price or profit of the Offence, suchconfiscation may concern sums of money, assets or other benefits of equivalent value.
The publication of the conviction judgment, in excerpt or in full, in one or more newspapers indicatedby the Judge in the judgment, at the expense of the convicted entity, may be ordered in cases where adisqualification sanction is imposed.
2.5

Precautionary measures

During criminal proceedings, at the request of the Public Prosecutor, the Judge may order as aprecautionary measure the application of some of the above disqualification sanctions.
This is possible in the presence of serious indications of the entity’s liability and of well-founded andspecific evidence suggesting that there is a real danger that offences of the same nature as the one
being prosecuted will be committed.
In determining the precautionary measures, the Judge takes into account the suitability of each one in
relation to the nature and degree of the precautionary requirements of the case: the precautionary
measure is proportionate to the extent of the alleged unlawful conduct and the sanction that can beapplied. Disqualification from carrying out the business activity may only be imposed as a precautionary
measure when all other measures are inadequate.
Precautionary measures may not be applied together nor last longer than one year. It is also possiblethat - also in precautionary proceedings - in lieu of disqualification sanctions, a commissioner may be
appointed to the entity for the duration of the sanction that would have been applied.
2.6

Organisation and management models for the purposes of exemption from liability

Once it is ascertained that a person from top management has committed an Offence in the interest or
to the advantage of the entity, Decree 231 excludes the entity’s liability where the entity proves:that it has adopted and effectively implemented an appropriate organisation and management
model to prevent the commission of Offences of the type committed;

that a body with powers of initiative and control had been set up within the entity, entrusted withthe duty of supervising the operation of and compliance with the models and ensuring that they
are updated (the so-called supervisory body);that the persons who committed the Offence fraudulently evaded the organisation and7

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management model, there having thus been no omission or insufficient supervision by the
aforementioned supervisory body.
Where the Offence is committed by a person in a subordinate position, the liability of the entity exists
only if it is established that the commission of the Offence was made possible by the failure to comply
with management and supervisory obligations, and according to Decree 231, there is no failure tocomply with management and supervisory obligations if the entity, before the offence was committed,
adopted and effectively implemented the organisation and management model (“fault in organisation”).
At the heart, therefore, of the rules governing the liability of entities under Decree 231 are the provisions
relating to organisation and management models. They constitute a system of “safeguards” aimed atpreventing the commission of offences.
The adoption and effective implementation of an organisation and management model whose content
corresponds to that required by Decree 231 constitutes, in fact, the objective evidence that makes it
possible to exclude the existence of the “organisational fault” of the entity, and, consequently, its liability
in the event of offences committed by its top management or employees.
The Decree 231 system assigns multiple functions to organisation and management models. If they are
adopted before the commission of the Offence, they exempt the legal person from liability; if they are
adopted after the commission of the Offence (provided that they are adopted before the opening of thefirst instance hearing), they may lead to a reduction of the fine and the exclusion of disqualification
sanctions; if they are adopted after the application of a precautionary measure, they may lead to its
suspension (Article 49 of the Decree).
2.7

Features of organisation and management models

Decree 231 provides that an effective model must have the following minimum content:

identify the activities in the context of which the Offences set out in the Decree may becommitted;

provide specific protocols to plan training and implementation of the entity’s decisions regarding
the offences to be prevented;

identify methods through which financial resources are to be managed to prevent thecommission of Offences;

impose obligations to inform the body having the duty of overseeing the operation of andcompliance with the model;

introduce an internal disciplinary system capable of sanctioning any non-compliance with themeasures indicated in the model;

provide, in relation to the nature and size of the entity as well as the type of activity carried out,
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suitable measures to ensure that the performance of the activity is in compliance with the law
and to promptly discover and eliminate situations involving risk.
Whistleblowing2

2.8

On 29 December 2017, Italian Law No. 179/2017 on “Provisions for the protection of whistleblowers
reporting offences or irregularities of which they have become aware in connection with a public or
private employment relationship” entered into force; such law was followed by Italian Legislative Decree
No. 24 of 10 March 2023, (“Whistleblowing Law”), which, among other things, broadened the protection
in favour of whistleblowers and the scope of reportable offences.
In particular, the Whistleblowing Law provides for:

the implementation of an internal reporting channel that guarantees the confidentiality of thewhistleblower and compliance with minimum deadlines for handling the report, in accordancewith Article 5 of Italian Legislative Decree No. 24 of 10 March 2023;

the possibility of reporting, in addition to breaches of the Organisation Model, more generally,breaches of national or EU regulatory provisions that harm the public interest or Azimut’s
integrity;

a ban on retaliatory actions against the whistleblower, but also against so-called ‘facilitators’,
the whistleblower’s colleagues, family members or entities, for reasons directly or indirectly
linked to the report. In this regard, in the context of judicial or extrajudicial proceedings,
retaliation means any conduct, act or omission, even if only attempted or threatened, occurring
by reason of the whistleblowing report, complaint to judicial or accounting authorities or public
disclosure and which causes or is likely to cause the whistleblower or the person making thereport, directly or indirectly, unjust damage; These include dismissal, intimidation, earlytermination of a fixed-term contract or otherwise unfavourable treatment;sanctions against those who breach the prohibition referred to in the previous paragraph;

without prejudice to the provisions of Article 20 of the Whistleblowing Law, sanctions against
the reporting person/whistleblower, where his or her criminal liability for the offences ofdefamation or slander or his or her civil liability on the same ground, in cases of wilful
misconduct or gross negligence, has been established, including by a judgment of first instance.

Azimut has adapted the reporting channel and related internal procedures to comply with Italian
Legislative Decree No. 24 of 10 March 2023. The procedure, illustrative slides, the handbook for making
a report and the link to do so are available at https://www.azimutbenetti.com/it/whistleblowing/.

2 Chapter added by the update of Model 231 approved by resolution of the Board of Directors on 27 July 2018

(hereinafter “REV 3”) and amended by update of Model 231 approved and adopted by resolution of the Board of
Directors on 9 October 2023 (hereinafter “REV. 5”).

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2.9

Confindustria Guidelines

Decree 231 states that organisation and management models may be adopted on the basis of codesof conduct (or guidelines) drawn up by representative trade associations and communicated to the
Ministry of Justice (Article 6, paragraph 3). In particular, in March 2002, Confindustria published its own“Guidelines for the construction of organisation, management and control models under Italian
Legislative Decree no. 231/2001” updating them in March 2008 and, most recently, in July 2014, in thelight of the various legislative amendments, case law and implementing practice that have taken placein the meantime.
The Confindustria Guidelines identify two main phases into which the risk prevention system referred
to in Decree 231 should be divided, namely: the identification of potential risks and the design of thecontrol system. An obligatory step in the construction of a preventive control system is the definition of
the “acceptable risk” for the company, which must be differentiated in relation to the individual Offences.

3

THE AZIMUT BENETTI S.P.A. ORGANISATION AND MANAGEMENT MODEL

3.1

Adoption of the Organisation and Management Model by Azimut

Azimut has determined that it is essential and in line with its corporate policy to adopt an Organisationand Management Model under Decree 231, so that all Recipients of the Model may, in the performanceof their activities and services, behave in such a way that prevents the risk of commission of the
Offences envisaged by Decree 231.
In constructing the Organisation and Management Model, Azimut has drawn not only on the provisionsof Decree 231, but also on the latest guidelines set out in the Confindustria Guidelines, July 2014
edition.
The Organisation and Management Model was approved and adopted by Azimut’s Board of Directors
on 29 May 2015 in compliance with the provisions of Decree 231. At the same time as approving andadopting the Organisation and Management Model, the Board of Directors established the body
responsible for supervising the functioning of and compliance with the Organisation and Management
Model in accordance with the provisions of Decree 231 (the “Supervisory Body”).

With a resolution of 21 July 2016, Azimut’s Board of Directors approved and adopted the first update of
the Organisation and Management Model with reference to Health and Safety in the Workplace offences(Article 25-septies Decree 231) and in light of the change in the scope of application of Decree 231/2001
in relation to corporate offences (Article 25-ter Decree 231), the offence of self-laundering (Article 25octies Decree 231) and environmental offences (Article 25-undecies Decree 231).3

3 Paragraph added by update of Model 231 approved by resolution of the Board of Directors on 21 July 2016

(hereinafter “REV. 1”).

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By resolution of 10 February 2017, Azimut Board of Directors approved and adopted the second updateof the Organisation and Management Model with reference to the system of sanctions against
Employees described below.4
By resolution of 27 July 2018, Azimut’s Board of Directors approved and adopted the third update of
the Organisation and Management Model with reference to offences relating to racism and xenophobia(Article 25-terdecies Decree 231) and, in light of the change in the scope of application of Decree
231/2001 in relation to corporate offences (Article 25-ter Decree 231), to environmental offences (Article
25-undecies Decree 231). The update was also necessary following the entry into force of Italian Law
No. 279/2017 on whistleblowing, which amended Article 6 of Decree 231. 5
With a resolution of 23 October 2020, Azimut’s Board of Directors approved the fourth update of theOrganisation and Management Model concerning offences against the public administration (Articles
24 and 25 Decree 231), corporate offences (Article 25 ter Decree 231), other market abuse offences(Article 187 quinquies TUF), tax offences (Article 25 quinquesdecies Decree 231) and smuggling(Article 25 sexiesdecies Decree 231); this update of the Model was then adopted by resolution of theBoard of Directors on 11 December 2020.6

By resolution of 9 October 2023, Azimut’s Board of Directors approved and adopted the fifth update of
the Organisation and Management Model, following the entry into force of Italian Legislative Decree
No. 24/2023 on whistleblowing.7
3.2

Purpose of the Organisation and Management Model

With the adoption of the Model and the Code of Ethics, the Company intends to refine and improve theexisting set of rules of conduct, principles, protocols and procedures, as well as all the existingorganisational tools and internal controls, thus complying fully with Decree 231.
The purpose of the Model is to create an organic and structured system of principles and protocols withthe specific aim of preventing the commission of the offences covered by Decree 231 and todisseminate a business culture based on legality, ethics, fairness and transparency.
Azimut’s Organisation and Management Model has the following purposes:

identification of the areas at risk of commission of Offences by means of an in-depth analysisof the Company’s activities, existing protocols and safeguards, practices, and authorisationlevels;

providing principles of conduct and procedural principles aimed at ensuring compliance with
Decree 231 and prevent the commission of control Offences;

4 Paragraph added with update of Model 231 REV. 5.
5 Paragraph added with update of Model 231 REV. 3 and amended by update of Model 231 REV. 5.
6 Paragraph added with update of Model 231 REV. 4 and amended by update of Model 231 REV. 5
7 Paragraph added with update of Model 231 REV. 5.

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ensuring the monitoring of activities at risk of Offence and prompt intervention in the event of
anomaly, to prevent and impede the commission of the Offences;

adequately informing the Recipients of the Model about the activities that give rise to the risk ofcommission of an Offence, clarifying that the commission, even in the form of attempt, of an
Offence - even if to the advantage or in the interest of the Company - constitutes a breach of
the Model and of Azimut’s Code of Ethics and constitutes an offence punishable by criminal
and administrative sanctions, not only against the perpetrator of the Offence, but also against
Azimut;

clarifying the composition of the Supervisory Body, with the attribution to it of the duties provided
for by Decree 231 and the granting of powers such as to guarantee its full and effective
operation and independence;

establishing effective information and communication flows to and from the Supervisory Body;

adopting a specific and appropriate disciplinary system to prosecute and sanction breaches of
the Organisation and Management Model;

enabling constant verification of the Model’s functioning and its periodic updating;

dissemination of a corporate culture based on legality, promoting awareness, training anddissemination among all the Recipients of the Model of the rules of conduct and internal
processes and procedures aimed at governance, preventing the commission of Offences andcontrolling activities at risk, including through an adequate system of communication,dissemination and training on the Model and the Code of Ethics.

3.3

Model control principles

The Organisation and Management Model adopts the following control principles:“Every operation, transaction, action must be: verifiable, documented, consistent andappropriate”: for each transaction, Azimut guarantees adequate documentary support allowing
to perform, at any time, controls that will show the characteristics and reasons for thetransaction and identify the individuals who authorised, performed, recorded and verified thetransaction. To minimise the risks of destruction or loss, including accidental, of the data, ofunauthorised access or processing that is not permitted or does not comply with the law,
appropriate security measures are taken, in accordance with the rules laid down in Italian
Legislative Decree No. 196 of 30 June 2003 (Personal Data Protection Code);“No one can manage an entire process independently”: the Company ensures compliance withthis principle through the application of the principle of separation of functions and duties,
whereby different persons and functions are responsible for authorising a transaction,accounting for it, implementing it and/or controlling it. Furthermore, no one is granted unlimited
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powers, powers and responsibilities are established and disseminated within the Company, andauthorisation and signatory powers are consistent with organisational responsibilities;
“Controls must be documented”: the Company’s controls system is supported by adequate
documentation of the performance of checks and supervision, as well as by an internal breach
reporting system.

3.4

Structure of the Organisation and Management Model

Azimut’s Organisation and Management Model and Code of Ethics represent the rules of conduct andethical-social values that characterise the conduct of Azimut and all Group companies, constituting asingle body of rules aimed at disseminating a corporate culture based on legality, high moral principles,fairness, honesty and transparency.
Azimut’s Model is supplemented, in addition to the principles and provisions contained in the Code of
Ethics, by the set of processes, protocols and procedures, including unwritten ones, for control within
Azimut, including the system of delegations and powers.
The Organisation and Management Model is composed of this “General Section”, which explains thecontents of Decree 231, the main features and purposes of the Model itself, the role, composition andduties of the Supervisory Body, the disciplinary system, and the methods of communication and training
on the Model itself, and a “Special Section”, which identifies the specific types of Offence, the activities
at risk of Offence, and explains the principles of conduct and procedure appropriate to prevent thecommission of Offences.
The General Section and the Special Section, together with the Code of Ethics, are an integral part of
the Model.
3.5

Preparation of the Model

The preparation of the Model was shared with all the heads of Azimut functions and departments tomake them aware of the importance of the project, as well as of the issues related to Decree 231.
The Company has conducted a preliminarily analysis of its corporate context, identifying the Sensitive
areas and Activities as well as the corporate functions within which Offences could be committed (orattempted). The Offences that could be committed in the internal and external operating context in which
the Company operates were then highlighted.
In accordance with the provisions of the Decree, with the Confindustria Guidelines and with thesuggestions borrowed from case law, the Company has mapped the risks associated with the Offences(“Risk Mapping”) and in particular identified:

potential Offences which may be associated with the Company’s business;the macro areas of activity at risk of Offences and the more specific Sensitive Activities, i.e.
13

Azimut Benetti S.p.A. Organisation andManagement Model
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those in respect of which it is theoretically possible to commit Offences;the corporate functions involved in the management of the identified activities;the possible methods for committing the Offence or participating in it;the level of risk associated with the Offences identified;the existing control measures, such as documents, protocols and procedures, including
unwritten ones, the ethical principles and principles of conduct associated with the identified
Offences, as well as any suggestions for improvements and additions.

For Risk Mapping, account was taken, among other things, of Azimut’s history, the corporate context,
the sector in which it operates, the powers of attorney and proxies system and the company’sorganisational structure.
In particular, the mapping of corporate risk areas was analysed with regard to the adequacy of theexisting control system to prevent and detect unlawful conduct. Specifically, the adequacy of existing
safeguards/controls has been assessed and those that need to be implemented or updated to avert therisk of commission of Offences have been identified.
For each business activity considered “sensitive”, the “level” of risk was assessed according to thevarious components of Azimut’s own internal control system, from the existence of rules of conduct tothe existence of control and monitoring activities.
3.6

Amendments and updating of the Model

The Model was adopted by Azimut’s Board of Directors, which is responsible for any amendments andadditions that may be appropriate or necessary, for example following the introduction of new legal
provisions or changes in the organisational structure and/or the business context in which the company
operates.

Proposals for amendments and additions to the Model may be submitted by the Supervisory Body to
the Board of Directors, after consulting the relevant corporate functions.
All the above amendments and additions will be promptly implemented, subject to adaptation, where
necessary, by the other Group companies, subsidiaries and affiliates, which have adopted the Model.

3.7

Adoption of the Model in other Group companies

The Model is provided to the other Group companies, which shall adopt, by means of a specificresolution of the Board of Directors, their own organisation and management model under Decree 231,
drafted on the basis of this Model and the risk profiles of the activities carried out by the companies
themselves, as applicable.

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Azimut Benetti S.p.A. Organisation andManagement Model
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A copy of the model adopted by each Group company, and its updates, shall be provided by the Boardof Directors of the company itself to the Chief Executive Officer of Azimut and in any event to Azimut’s
Supervisory Body.
When adopting the model, the boards of directors of the individual Group companies also
simultaneously appoint their own supervisory body.

4

THE SUPERVISORY BODY

In accordance with the provisions of Decree 231, the Company establishes a Supervisory Body, as abody granted autonomous powers of initiative and control, as well as the task of supervising theeffectiveness and adequacy of the Model, its operation and compliance with it by the Recipients, as wellas ensuring that it is updated.
Azimut, in compliance with the provisions of Decree 231, the Confindustria Guidelines and taking into
account the size and organisation of the Company, has opted for a Supervisory Body composed bymore than one member and which shall operate as a board.
4.1

Appointment and composition of the Supervisory Body

The members of the Supervisory Body are appointed by the Board of Directors after appropriate
verification of the existence of the requirements described below.
The Supervisory Body is composed of three members, who may be re-elected, at least two of whomare external to Azimut8, and who meet the requirements of autonomy, independence, continuity ofactions, professionalism, and integrity necessary for assuming the office.
In relation to the requirements of autonomy and independence:


the Supervisory Body has autonomous initiative in the performance of its inspection and control
duties;

the inspection and control activities of the Supervisory Body shall not be subject to any form ofinterference and/or influence by persons within Azimut or its corporate bodies;The Supervisory Body must guarantee its autonomy from any form of interference or influenceby any person, belonging to the Company or otherwise;the Supervisory Body is in the highest possible hierarchical position with direct reporting to theBoard of Directors, and may also report directly to the Statutory Auditors and Shareholders;

the Supervisory Body, in the performance of its functions, reports directly to the Board of
Directors and the activities carried out by the Supervisory Body cannot be examined by any

8 Paragraph as amended by Model 231 REV. 1.

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Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5other company body or structure;the Supervisory Body and its individual members must not hold decision-making, operationaland management roles such as to jeopardise the requirements of autonomy and independence,
nor take part in decision-making and/or operational activities;the members of the Supervisory Body must not be in a position, even potential, of conflict ofinterest with Azimut or other Group companies;the members of the Supervisory Body must not have any relationship of kinship, marriage oraffinity up to the fourth degree with members of corporate bodies, persons who holdrepresentative, administrative or management positions at Azimut or one of its organisational
structures with financial and functional autonomy, as well as with persons who exercise - evende facto - management and control of Azimut, and the auditing firm;

if the members of the Supervisory Body are persons within the corporate structure, they must
hold a suitably high organisational position and, in any case, such that they cannot be regarded
as subordinates of executive bodies;the Supervisory Body is provided with adequate financial resources for the proper performanceof its activities;the regulation of the internal functioning of the Supervisory Board is delegated to the same
body, which must therefore establish - by means of specific regulations - the provisions relating
to the performance of its supervisory functions.

In relation to the requirement of professionalism:the members of the Supervisory Body are appointed from among persons with appropriate
professionalism in inspection, consultancy, and technical expertise in legal, economic andcorporate risk control and management;to gain an insight into the structure and the manner in which the Offences are committed, theSupervisory Body may make use of company resources, as well as external resources withexpertise in corporate organisation, auditing, accounting and finance, occupational safety orother areas relating to the Offences.

In relation to the requirement of continuity of action:
the Supervisory Body undertakes to carry out its activities on an ongoing basis, identifying in
its regulations the provisions relating to continuity of its actions, such as the scheduling ofactivities and controls, the minuting of meetings and the regulation of information flows;

the Supervisory Body undertakes to ensure the effectiveness of the activities carried out, as
16

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

well as the traceability and preservation of the documentation relating to the activities carriedout (e.g. by means of minutes of meetings, information and periodic reports).
In relation to the requirement of integrity:a conviction or plea-bargaining sentence, even if not final, in Italy and abroad, in relation to one
or more of the Offences referred to in Decree 231, or the conviction, even if not final, with apenalty of disqualification, even temporary, from public offices, or temporary disqualificationfrom the executive offices of legal persons constitutes grounds of ineligibility and incompatibility
for holding office .

The Board of Directors assesses the continued fulfilment of the above requirements and operation of theSupervisory Body’s activities.

When appointing the Supervisory Body, the Board of Directors appoints its Chairperson. Where thenumber of members of the Supervisory Body is less than the maximum number provided for, the Boardof Directors may increase the number of members during the term of office of the Supervisory Body
itself; the appointments of the new members shall expire together with those in office at the time of their
appointment.
4.2

Term and Termination of Office

The Supervisory Body remains in office for three financial years.
Upon expiry of the term, the Supervisory Body continues to perform its functions until a new Supervisory
Body is appointed by the Board of Directors. Termination of office may also occur by resignation,
disqualification, dismissal or death.
The members of the Supervisory Body may resign from their office at any time by notifying the Boardof Directors and the Supervisory Body in writing, so that they may be promptly replaced.
The members of the Supervisory Body cease to hold office, before the expiry of the term provided for,if they no longer meet the requirements to hold office. The members of the Supervisory Body are obliged
to inform the Board of Directors promptly if they no longer meet the requirements to perform the function.
The members of the Supervisory Body may be dismissed for just cause, by means of resolution of theBoard of Directors, having consulted the Board of Statutory Auditors.
In the case of an internal member, any termination of the employment relationship between the memberof the Supervisory Body and Azimut normally entails dismissal from office.

The dismissal from office of a member of the Supervisory Body may be requested to the Board of
Directors by the Supervisory Body itself, giving reasons for the request.
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Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

In the event of resignation, disqualification, dismissal or death, the Board of Directors shall replace themember of the Supervisory Body who has ceased to hold office, after consulting the Board of Statutory
Auditors. The members of the Supervisory Body thus appointed remain in office for the remaining termof the Supervisory Body. However, if the prerequisites are met and subject to appropriate evaluations,
the Board of Directors may decide not to replace the person who has resigned/beendisqualified/dismissed or, in any case, ceased to hold office and to reduce the number of members of
the Supervisory Body, in any case in compliance with the minimum number provided for the compositionof the Supervisory Body.
4.3

Functions, activities and powers of the Supervisory Board

To ensure the operation of and compliance with the Organisation and Management Model, theSupervisory Body is granted all the powers necessary to perform its duties, and in particular to:supervise the operation and effectiveness of the Model, to ensure consistency between theactual conduct and the principles of conduct set out in the Model itself and in the Code of Ethics;



examine the adequacy of the Model, meaning verifying that it is actually capable of preventing,
impeding and safeguarding against prohibited conduct;

monitor the compliance with and effective implementation of the Organisation and Management
Model, as well as the procedural principles and principles of conduct provided therein, verifying
the conformity of the conduct adopted with the provisions of the Organisation and Management
Model and detecting any deviations and/or breaches;

ensure the updating of the Risk Mapping and the Model, with the cooperation of the corporate
functions involved;



periodically examine and verify the above, and in particular the soundness and functionality of
the Organisation and Management Model and, where necessary, formulate proposals for its
adaptation and updating to the functions involved and to the Board of Directors;verify the actual implementation of the proposals made and their functionality;

monitor and, with the cooperation of the relevant corporate functions, promote initiatives
appropriate for the dissemination, awareness and understanding of the Organisation andManagement Model;



prepare the documentation necessary for the actual implementation of the Model containing,where necessary, instructions, clarification or updates;

request information or documents concerning Sensitive Activities, where necessary, from all
the Recipients of the Model;
18

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5make use of all corporate functions, as well as external consultants, for the better monitoring ofactivities in the areas at risk of Offence. For these purposes the Supervisory Body is kept
constantly informed of the development of activities in the areas at risk and has free access to
all relevant company documentation available in all Company departments;

coordinate with the heads of the company departments concerned for the various aspects
relating to the implementation of the Organisation and Management Model; including
awareness of and compliance with procedures, personnel training, disciplinary measures;activate the control procedures laid down for the individual areas at risk of Offence;

carry out periodic inspections, with the help of the corporate functions, within the areas at risk,
to verify effective compliance with the existing procedures and other control systems;



conduct internal investigations into alleged breaches of the requirements of the Organisationand Management Model;



receive reports in relation to any critical aspects of the Model, breaches thereof and/or any
situation that may expose the Company at risk of Offence;collect, process and store (in an up-to-date archive) the documentation concerning the activities
carried out and, in particular, the information gathered in the performance of supervisory
activities, and the documentation evidencing the meetings with the corporate bodies to which
the Supervisory Body reports;

provide recommendations to the functions responsible for drafting new procedures andadopting other measures of an organisational nature and for modifying the procedures andmeasures already applied;

promptly report to the Board of Directors, for the adoption of appropriate measures, any
ascertained breaches of the Organisation and Management Model that may give rise to aliability for the Company under Decree 231.

To carry out the supervisory functions assigned to it, the Supervisory Body determines its annual
budget, which is submitted to the Board of Directors for approval. The Supervisory Body may avail itself,
under its direct supervision and responsibility, of the assistance of all the company’s structures, or, if
necessary, of external consultants.
The Supervisory Body is required to report the results of its activities, on an ongoing basis, to the Chief
Executive Officer and, periodically, to the Board of Directors and the Board of Statutory Auditors.
The Supervisory Body shall, at least once every six months, draw up a written information report to theBoard of Directors describing:
19

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

the activity carried out during the reporting period and the results of the checks and controls;

the reports received concerning possible breaches of the Model and the outcome ofverifications carried out in relation to the aforementioned reports;any disciplinary procedures activated as well as any sanctions applied;

its assessment of the functioning of the Organisation and Management Model at Azimut;

expenditure incurred in carrying out its duties.

This report must be also sent to the Board of Statutory Auditors.
The Supervisory Body must draw up its own internal rules, regulating the main aspects and methods ofthe exercise of its activities, such as the determination of the time intervals of the controls, theidentification of the criteria and procedures for analysis and verification.
As far as the scheduling of meetings is concerned, the rules shall provide that the Supervisory Body
shall meet at least three times a year, and in any case whenever necessary to perform the tasks
described herein.
Information flows to the Supervisory Body 9

4.4

The Supervisory Body has free access to all Azimut functions, without the need for any prior consent,in order to acquire any information or data considered necessary for the performance of its duties
under Decree 231.
The corporate functions at risk of Offences are required to send the Supervisory Body the periodic
results of the control activities they have carried out to implement the Organisation and Management
Model, as well as to report any anomalies or untypicalities found in the information available.
Employees and members of corporate bodies are required to send the Supervisory Body, information
on, without limitation:measures and/or information from law enforcement agencies, or from any other Authority, fromwhich it can be inferred that investigations have been carried out for Offences referred to in
Decree 231, including against unknown persons;requests for legal assistance made by Employees against whom a Judicial Authority isproceeding for Offences under Decree 231;enquiry commissions or internal reports from which liability for Offences under Decree 231
emerges;

9 Chapter as amended by Model 231 REV. 3.

20

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5information on the actual implementation, at all levels of the Company, of the Organisation andManagement Model, with evidence of the disciplinary procedures carried out and any sanctions
imposed, or of the measures taken to conclude such procedures with the related reasons;the results of controls, whether prior or subsequent to the relevant award, which were carriedout during the reference period on contracts awarded to market operators following national or
European tenders or by negotiated procedures with selected enterprises;the results of the monitoring and checks already carried out in the reporting period on contracts
awarded by public entities or entities performing public utility functions;decisions concerning the application for, disbursement and use of any public funding.

The Supervisory Body must also receive a copy of the periodic reports on health and safety at work.
All information must be sent to the Supervisory Body using the appropriate email address
odv@azimutbenettigroup.com or by ordinary mail to the address: Organismo di Vigilanza, Azimut
Benetti Spa, Via Michele Coppino 104, 55049, Viareggio (LU) – Italia.
4.5

Reporting10

Employees, corporate bodies and Independent Contractors who wish to send the Supervisory Body
reports of the commission of offences, breaches of the Organisation and Management Model and/orof the Code of Ethics must comply with the provisions contained in the “Procedure for the managementof reports of offences”. Upon receipt of the report, the Supervisory Body takes action in compliancewith the requirements set out in the aforementioned procedure.
Retaliation or discrimination, direct or indirect, against the whistleblower for reasons related, directly
or indirectly, to the report are prohibited.
Discriminatory measures against whistleblowers under Article 6, paragraph 2-bis of the Decree may
be reported to the National Labour Inspectorate, for measures falling within its competence, not onlyby the whistleblower, but also by any trade union indicated by the whistleblower.
Retaliatory or discriminatory dismissal of the whistleblower is null and void. A change of duties within
the meaning of Article 2103 of the Italian Civil Code is also null and void, as are any other retaliatory
or discriminatory measures taken against the whistleblower, as set out in more detail in Article 5.7 of
the Model.
4.6

Relationship between the Supervisory Body and other Group companies

Azimut’s Supervisory Body, while respecting the autonomy and independence of the other Group
companies and the limits imposed by applicable legal provisions, is responsible for:10 Chapter inserted with update of Model 231 REV. 3.

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Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

promoting the communication, dissemination and awareness by the other Group companies ofthe Model and of the methodology and tools for its implementation;

acting as a driving force to ensure coordination with regard to verification and controls as wellas the application of the Model;



proposing, on the basis of the above checks, the updating of the Model where there is a needto do so;assisting the supervisory body of the other Group companies in identifying particular controls
in the areas of activity with Offence risk, without prejudice to the primary duty of the supervisory
bodies of the individual companies to check the activities in question of the individualcompanies themselves.

The supervisory bodies of the other Group companies are obliged to provide any information requested
and/or considered appropriate, in response to requests to that effect by Azimut’s Supervisory Body oron the occurrence of events or circumstances relevant to the performance of the activities falling within
the remit of the Company’s Supervisory Body.

5

SCOPE, COMMUNICATION AND TRAINING

Azimut recognises the importance of the dissemination and communication of the Organisation andManagement Model, as well as the training of employees for the correct and effective functioning of theModel. The Company also undertakes to disseminate this Organisation and Management Model andthe principles underlying it by the means considered most appropriate.
The Model, Code of Ethics, and application protocols are made available to Employees and can be
consulted both through IT tools, including the company intranet, and in paper version.
All Recipients of the Model are required to be familiar with its contents, to comply with it and to contributeto its effective implementation.
To ensure the proper functioning of the Organisation and Management Model, its communication to the
Recipients shall be widespread, effective, authoritative, clear and detailed, as well as periodicallyrepeated.
The dissemination, communication and training activities towards Employees requires the carrying outof compulsory training programmes targeted in relation to the corporate functions involved and thepersonnel concerned and according to the activity and position held, taking into account the processes
and activities at risk of Offence.
The training courses provided for Employees are compulsory and are held periodically. Training isprovided through classroom sessions and through e-learning courses. Employees are subject to22

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

intermediate and final tests to verify the level of learning of the contents of the training courses. A
monitoring system is in place to verify the participation in training by Employees, with consequentcorrective action in the event of anomalous conduct. There shall be frequency and quality controls on
the content of the programmes as well as the systematic updating of the content of training events dueto the updating of the Model.
The training programmes on the subject of liability under Decree 231 and on the contents of the Modelare supervised by the Supervisory Body, which, where necessary, may make use of the operational
support of the competent corporate functions or external consultants.

6

PROPOSED AMENDMENT
DEPARTMENTPROVIDED

6.1

Purpose of the disciplinary system

BY

THE

HUMAN

RESOURCESFor the purposes of the effective implementation of the Model and the Code of Ethics, Azimut has
adopted an appropriate system of sanctions to be applied to the Model’s Recipients (in compliance with
Article 6, second paragraph 2, letter e) of Decree 231).

In particular, the Confindustria Guidelines specify that the exercise of disciplinary power must comply
with the principles of proportionality, in the sense that the sanction must be commensurate with theseriousness of the alleged offence, and the right to be heard, in the sense that the person concerned
must be given the opportunity to justify his or her conduct.
The activation of the sanction mechanism [under the disciplinary system], in the event of noncompliance with the measures laid down in the Model and the Code of Ethics, is irrespective of any
criminal proceedings for the Offence that may have been committed.
The disciplinary system, operating as an internal check within the Company, has an essentiallypreventive function in that it complements and renders effective the Model to prevent Offences frombeing committed instead of sanctioning them when they have already been committed.
Azimut condemns any conduct that is unlawful, illegal or otherwise in breach of the Code of Ethics andthe Organisation and Management Model, including if carried out in the interest or to the advantage of
the Company.
The disciplinary system is intended to operate in compliance with the rules in force, including, whereapplicable, those laid down in collective bargaining agreements, and is purely internal to the Company,
since it cannot be considered a substitute for, but rather an addition to, the laws or regulations in force.
The application of the disciplinary system is independent of the conduct and outcome of any
proceedings initiated before the competent Authority.
The Supervisory Body monitors, in consultation with the Human Resources Department, the application
23

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

of disciplinary sanctions. The provisions of the disciplinary system do not preclude the recipients fromexercising all the rights, including challenging or objecting to the disciplinary measure, granted to themby law or regulation, as well as by collective bargaining and/or company regulations.
This disciplinary system, in addition to being provided, including electronically or on IT support, to thepersons indicated in the following paragraphs, as well as published on the company’s Internet andintranet sites, is displayed at the company’s headquarters, in a place accessible to all, so as to ensurethat the Recipients, and in particular, Employees are fully aware of it.
6.2

System of sanctions against Employees

Without prejudice to the provisions of Article 7, Italian Law No. 300 of 1970 (hereinafter, the “Workers’
Statute”), as well as Articles 52, 53 and 54 of the national collective bargaining agreement (contrattocollettivo nazionale di lavoro, “CCNL”) for employees working in the rubber, electric cables and similarindustries and in the plastics industry (hereinafter, the “CCNL - Rubber and Plastics Industry”) appliedat the Avigliana, Savona, Varazze and Fano sites and Articles 7, 8, 9, 10 and 11, Section IV, Title VIIof the national collective bargaining agreement for employees working in the private sector
metalworking industry (hereinafter, the “CCNL - Metalworking Industry”), applied at the Viareggio andLivorno sites, in the event of breach of the Model or the Code of Ethics as well as of the implementing
procedures and protocols and of the other regulatory, contractual (individual and collective) andcompany provisions (hereinafter, the “Other Relevant Provisions”), the following disciplinary
measures apply, which will be taken by the Company depending on the extent of the misconduct andthe circumstances surrounding it.
In particular, the disciplinary sanctions provided for in the applicable CCNLs are as follows:verbal warning;

written warning;

fine not exceeding the amount of three hours’ pay calculated under Article 19 of the CCNL Rubber and Plastics Industry and under Article 3, Section IV, Title IV of the CCNL Metalworking Industry;suspension from work without pay for a maximum of three days;

disciplinary dismissal without notice and other reasonable and legal consequences.

Verbal Warning
The disciplinary measure of a verbal warning will be adopted for minor breaches of the Model, theCode of Ethics and/or the Other Relevant Provisions.
Written Warning
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Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

The disciplinary measure of a written warning will be adopted in the event of repeated minor
infringements of the Model, the Code of Ethics and/or the Other Relevant Provisions.
Fine
The disciplinary measure of a fine shall be taken against an Employee who engages in the conducts
detailed below.
For workers to whom the CCNL - Rubber and Plastics Industry applies, in cases where the worker:


fails to report to work as provided for in Article 50 or leaves his or her place of work without ajustified reason;is late in starting work or stops it, or ceases it early without notifying the line manager or withouta justified reason;negligently performs the work entrusted to him or her; this also includes non-serious breachesof the Model, the Code of Ethics and/or the Other Relevant Provisions, such as actions or
conduct that do not fully comply with the requirements of the Model, the Code of Ethics and/or
the Other Relevant Provisions, or the partial omission of actions or conduct required by the
Model, the Code of Ethics and/or Other Relevant Provisions, provided that such conduct (i)does not expose Azimut to an objective situation of risk of commission of one of the Offences,
and/or (ii) is not unequivocally directed towards the commission of one or more Offences,
and/or (iii) is not suitable to lead to the application against Azimut of sanctions provided for in
Decree 231 and/or (iv) is not suitable to cause damage to the Company’s reputation and good
name;



breaches the ban on smoking, expressly warned against with a special sign, where technicaland safety reasons dictate such a ban;builds, within the company’s workshops, objects for his or her own use, to the minor detrimentof the company;as a result of carelessness, causes non-serious breakdowns or non-serious wastage ofcompany material; who does not immediately inform his or her line managers of any machinery
breakdowns or irregularities in the course of work;applies insufficient diligence in the use and storage of individual and department equipment; 11makes irregular entries or stamps or other alterations to company control or attendancesystems;

11 Paragraph inserted by update of Model 231 approved by resolution of the Board of Directors on 10 February

2017 (hereinafter “REV. 2”).

25

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

infringes the rules of this Model, internal regulations or if his or her misconduct is detrimental
to discipline, morals or hygiene;is clearly drunk.

For workers to whom the CCNL - Metalworking Industry applies, in cases where the worker:


fails to report for work or leaves his or her place of work without justification, or fails to justify
his or her absence by the day following that on which the absence begins, except in the caseof a justified impediment;is late in starting work or stops it, or ceases it early without a justified reason;

commits minor insubordination towards line managers;

performs the work entrusted to him or her negligently, or deliberately slowly; this also includes
non-serious breaches of the Model, the Code of Ethics and/or the Other Relevant Provisions,such as actions or conduct that do not fully comply with the requirements of the Model, theCode of Ethics and/or the Other Relevant Provisions, or the partial omission of action or conduct
required by the Model, the Code of Ethics and/or Other Relevant Provisions, provided that suchconduct does not (i) expose Azimut to an objective situation of risk of commission of one of the
Offences, and/or (ii) is unequivocally directed towards the commission of one or more Offences,
and/or (iii) is such as to lead to the application against Azimut of sanctions provided for in
Decree 231 and/or (iv) is such as to cause damage to the Company’s reputation and good
name;



through carelessness or negligence, damages plant equipment or work in progress;is found in a state of clear drunkenness during working hours;

outside the company performs, for third parties, work pertaining to the company itself;breaches the ban on smoking, where such a ban exists and is indicated by an appropriate sign;

carries out minor works in the company’s workshop on his own account or on behalf of third
parties, outside working hours and without removal of company material, using company
equipment;otherwise breaches the applicable CCNL or in case if his or her misconduct is detrimental todiscipline, morals, hygiene and safety.

Loss of pay and suspension from work
The disciplinary measure of loss of pay and suspension from service shall be taken against an
Employee who engages in the same conduct listed for the imposition a fine but in a more serious,
26

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

manner.
Disciplinary dismissal
The disciplinary measure of dismissal shall be taken against any Employee who commits the
misconducts listed below.
For workers to whom the CCNL - Rubber and Plastics Industry applies, dismissal with immediate
termination of employment may be imposed, with loss of pay in lieu of notice, on an employee who
commits serious breaches of discipline or diligence at work or who causes serious moral or material
damage to the company, or who commits criminal acts in connection with the performance of theemployment relationship. By way of example, the following breaches fall under this provision:

unjustified absences of more than five consecutive days or repeated absences five times in ayear on days following holidays or public holidays;

repeated infringement of the ban on smoking referred to in Article 53, paragraph d), provided
that the infringement does not constitute a serious negligent conduct which may lead to
accidents;

non-compliance with the ban on smoking when such an infringement is seriously negligent
because it is likely to cause accidents to persons, systems or materials;



being sentenced to a term of imprisonment imposed on the worker by a final judgment, including
under Article 444 of the Italian Code of Criminal Procedure (plea bargaining), for an act
committed not in connection with the performance of the employment relationship;

leaving his or her place of work in such a way as to endanger the safety of persons and thesafety of the systems, or in any case carrying out actions that give rise to the same dangers;

serious damage caused by negligence to the company’s equipment;theft of or deliberate damage to company equipment;theft of cards, machine drawings, tools or other material illustrating patents and manufacturing
processes;argumentative exchange, followed by an altercation, within the site grounds and which causes
serious disruption to company life;

construction, within the company’s workshops, of projects for his or her own use or for third
parties, to the detriment of the company;



repeat offending by someone who, as a result of carelessness, causes non-serious breakdowns
or non-serious wastage of company material; who does not immediately inform his or her
27

Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

immediate line managers of any machinery breakdowns or irregularities in the course of work;

failure to fulfil contractual obligations and internal regulations, when the disciplinary measuresof a fine and suspension have already been imposed;

serious breach of the worker’s obligations of diligence set out in Article 51 of the CCNL - Rubber
and Plastics Industry, also including the following:actions or conduct that do not comply with the requirements of the Model, the Code of Ethics
and/or the Other Relevant Provisions, or the omission of actions or conduct required by the
Model, the Code of Ethics and/or the Other Relevant Provisions;

failure to comply with the Model, the Code of Ethics and/or Other Relevant Provisions, including
the obligation to provide information to the Supervisory Body set out in the Model, that (i)exposes Azimut to an objective situation of risk of commission of one of the Offences, and/or(ii) is unequivocally directed towards the commission of one or more Offences, and/or (iii) is
such as to lead to the application against Azimut of sanctions provided for in Decree 231 and/or(iv) is such as to cause damage to the Company’s reputation and good name.



repeat offending by someone who applies insufficient diligence in the use and storage, of failure
to store, individual and department company equipment 12.

For workers to whom the CCNL - Metalworking Industry applies, dismissal may be imposed:a) with notice in cases where the employee commits:insubordination to line managers;significant damage due to negligence to plant equipment or work in progress;

carrying out work in the company for his or her own account or on behalf of third parties without
permission, being minor work without using company material;fighting in the factory outside the manufacturing departments;leaving his or her place of work by personnel specifically entrusted with supervisory, custodial
or control duties, except in cases where dismissal without notice is provided for;

unjustified absences of more than four consecutive days or repeated absences three times ina year on days following holidays or public holidays;



being sentenced to a term of imprisonment imposed on the worker by a final judgment, for an

12 Paragraph added with update of Model 231 REV. 2.

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act committed not in connection with the performance of the employment relationship, which
damages the worker’s integrity;repetition of any of the breaches covered by minor measures, when two suspension measures
have been imposed, unless more than two years have elapsed since their imposition;b) without notice in cases where the worker causes serious moral or material harm to the company
or performs, in connection with the performance of the employment relationship, actions
constituting an offence under the law. By way of example, the following fall within the breaches
mentioned above:

serious insubordination to line managers;theft from the company;

theft of sketches or drawings of machines and tools or other objects, or company documents;

wilful damage to company equipment or work in progress;leaving his or her place of work in such a way as to endanger the safety of persons and thesafety of the systems, or in any case carrying out actions that give rise to the same dangers;smoking where this may endanger the safety of persons or the safety of systems;carrying out work in the company for his or her own account or on behalf of third parties without
permission that is not minor and/or using company material;fighting in the manufacturing departments;



serious breach of the worker’s diligence obligations as set out in Article 1, Section IV, Title VIIof the CCNL - Metalworking Industry, which also means: actions or conduct that do not comply
with the requirements of the Model, the Code of Ethics and/or the Other Relevant Provisions,or the omission of actions or conduct required by the Model, the Code of Ethics and/or the Other
Relevant Provisions;

failure to comply with the Model, the Code of Ethics and/or Other Relevant Provisions, including
the obligation to provide information to the Supervisory Body set out in the Model, that (i)exposes Azimut to an objective situation of risk of commission of one of the Offences, and/or(ii) is unequivocally directed towards the commission of one or more Offences, and/or (iii) is
such as to lead to the application against Azimut of sanctions provided for in Decree 231 and/or(iv) is such as to cause damage to the Company’s reputation and good name.

Once the disciplinary measure can no longer be challenged by the Employee by means of the procedureprovided for in Article 7 of the Workers’ Statute or by means of the procedure provided for in the CCNL,
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or whenever there is a closure of the opened disciplinary procedure, the Head of Human Resources
communicates the imposition of the sanction with the relevant reasons to the Supervisory Body.
6.3

Sanctions against managers

Upon receiving notice of a breach of the Model, as well as inadequate supervision and/or failure topromptly inform the competent body of breaches committed by subordinates, the Company shall adopt
against the perpetrator of the violation the provisions of the applicable law and contract, including
temporary suspension and, for the most serious violations, disqualification from or revocation of any
corporate office held by the person concerned. If the breach of the Model is such as to break therelationship of trust, the sanction is dismissal for just cause.
6.4

Sanctions against members of corporate bodies

With reference to members of corporate bodies:actions or conduct that do not comply with the requirements of the Model, the Code of Ethics
and/or the Other Relevant Provisions, or the omission of actions or conduct required by the
Model, the Code of Ethics and/or the Other Relevant Provisions; andfailure to comply with the Model, the Code of Ethics and/or Other Relevant Provisions, including
the obligation to provide information to the Supervisory Body set out in the Model, that (i)exposes Azimut to an objective situation of risk of commission of one of the Offences, and/or(ii) is unequivocally directed towards the commission of one or more Offences, and/or (iii) is
such as to lead to the application against Azimut of sanctions provided for in Decree 231,

shall constitute just cause for dismissal under Article 2383, paragraph 3 (in the case of directors) and
Article 2400, paragraph 2 (in the case of statutory auditors) of the Italian Civil Code.
From a procedural point of view:

where one or more of the members of the Board of Directors commit one of the abovementioned breaches, the Supervisory Body notifies the Board of Statutory Auditors, theChairperson of the Board of Directors and the Chief Executive Officer of the breach committed
by one or more members of the Board of Directors. The Board of Directors, with the abstentionof the person involved, proceeds with the necessary investigations and takes, after consulting
the Board of Statutory Auditors, the appropriate measures, which may include the precautionary
removal of the delegated powers, as well as convening the Shareholders’ Meeting to approve,
if necessary, dismissal from office under Article 2383, paragraph 3 of the Italian Civil Code;

where one or more of the members of the Board of Statutory Auditors commit one of the abovementioned breaches, insofar as applicable, the Supervisory Body notifies the Chairperson of
the Board of Directors and the Chief Executive Officer of the breach committed by one or more
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Azimut Benetti S.p.A. Organisation andManagement Model
GeneralSection REV. 5

members of the Board of Statutory Auditors.
The Board of Directors shall urgently convene the Shareholders’ Meeting to approve, if
necessary, dismissal from office under Article 2400, paragraph 2, of the Italian Civil Code.
6.5

Sanctions against auditors

Upon receiving notice of breaches of the Organisation and Management Model (to the extent
applicable) by the auditors, the Supervisory Body is required to promptly inform the Board of Directors
and the Board of Statutory Auditors for the adoption of the appropriate measures, including, forexample, convening the Shareholders’ Meeting to adopt the most suitable measures.
6.6

Sanctions against Independent Contractors

Taking into account the circumstances of the case, in the event of non-compliance with and/or breachof the Code of Ethics and/or the Organisation and Management Model by Independent Contractors,
Azimut may invoke the breach of contractual obligations, up to and including the termination of thecontract; in any case, the Company shall have the right to claim damages, in accordance with theprovisions of the specific contractual clauses relevant to Decree 231.
Disciplinary sanctions under the Whistleblowing Law13

6.7

The Whistleblowing Law provides for disciplinary sanctions, in accordance with the provisions ofparagraphs 5.2 et seq. of the Model, against persons who:-

breach the prohibition on retaliation or discrimination against the whistleblower for reasons,directly or indirectly, related to the report;-make wilful or grossly negligent reports that turn out to be unfounded.

Discriminatory measures against whistleblowers can be reported to the Italian National Anti-Corruption
Authority (Autorità Nazionale Anticorruzione, “ANAC”) or to the competent Authorities.
Retaliatory or discriminatory dismissal of the whistleblower is null and void. A change of duties within
the meaning of Article 2103 of the Italian Civil Code is also null and void, as are any other retaliatory or
discriminatory measures taken against the whistleblower. In the event of disputes relating to theimposition of disciplinary sanctions, or to demotions, dismissals, transfers, or the application to thewhistleblower of any other organisational measure with a direct or indirect adverse effect on working
conditions after the submission of the report, the burden of proof is on the Company, as employer, todemonstrate that such measures are based on reasons unrelated to the report.

13 Chapter inserted with update of Model 231 REV. 3 and amended by update of Model 231 REV. 5.

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