Código ético

CODE OF ETHICS FLEXALIGHTING

(DEXELANCE S.p.A. GROUP)

 

1. INTRODUCTION

This document, called the «Code of Ethics» (hereinafter also the «Code») is an official document that sets out the ethical commitments and responsibilities in the conduct of business and corporate activities undertaken by Dexelance S.p.A. (hereinafter also referred to as «Dexelance group», «Dexelance» or the «Company») and its subsidiaries.

The Code clearly defines the values and principles that Dexelance recognises as essential elements of its mission, corporate culture and business model, and regulates, in a binding manner, the set of rights, duties and responsibilities that Dexelance expressly assumes in respect of the parties with which it interacts in the conduct of its business. Therefore, this Code, or any more concise excerpt of it, but in any event incorporating the same principles, applies and is also binding for companies directly controlled by Dexelance as a holding company.

The Code also aims to introduce and make binding in Dexelance the relevant principles and rules of conduct that the Group undertakes to enforce for the purposes of the reasonable prevention of crimes indicated in Italian Legislative Decree no. 231 of 8 June 2001, as amended.

The Dexelance Group interprets the concept of «ethics» in a broad sense: not only as a set of standards and conduct followed by a person or group of people, but as a way of incorporating into its activities respect for and protection of the interests of all the individuals with whom the Company relates, while safeguarding environmental resources and their conservation. The aim is to ensure that the fundamental values embodied by the Company are clearly defined and provide an ongoing reference for all as they carry out their activities, and to create a shared vision and culture.

 

2. ADOPTION OF THE CODE OF ETHICS AND RECIPIENTS OF THE CODE

As well as the necessary compliance with the law, the Company bases its activities on the principles contained in this Code, hereby declaring itself free not to undertake any relationship with any person that does not comply with its contents, breaching its principles and rules of conduct. Therefore, the Company intends to share its principles with all the interlocutors with whom it relates in order to achieve its goals.

The Code of Ethics has been approved by the management body of Dexelance and is addressed to the corporate bodies and their members, employees, work providers, including temporary workers, consultants and contractors in any capacity, to attorneys and any other person that may act in the name and on behalf of Dexelance Spa (hereinafter also the «Persons Covered by this Code» or the «Persons Covered»).

All Persons Covered by this Code are required to set an example in implementing the contents of the Code and are responsible for ensuring that the operating procedures and ethical and behavioural regulations of the Company are adopted with reference to these principles. The Persons Covered also agree to conduct themselves in accordance with the Code of Ethics, to consult their managers and/or corporate contacts regarding any concerns or possible interpretations of any portion of the Code of Ethics and to report any breaches of the Code of Ethics that they may become aware of.

In particular, the management body, when setting business objectives, undertakes to draw on the principles contained in the Code.

The Company’s top management is responsible for the effective implementation of the Code and its dissemination within and outside the Company.

The Company’s employees, in addition to compliance on their own behalf with the laws in force and with the provisions of collective bargaining, undertake to adapt the way in which they perform their work to the purposes and provisions of this Code; this is the case both in intra-company relations and in relations with entities outside the Company and, in particular, with general governments and other public authorities.

One essential requirement of any fruitful collaboration with the Company is compliance on the part of contractors and other third parties with the principles and provisions contained in this Code. In this respect, when entering into contracts or agreements with contractors or other third parties, the Company will provide its interlocutors with this Code of Ethics or with a meaningful excerpt from this Code.

This Code is valid both in Italy and abroad, with adaptations that may be necessary or appropriate due to the different circumstances in the countries in which Dexelance operates. In the event that any provision of the Code of Ethics conflicts with any provision of the internal rules or procedures, the Code of Ethics will prevail over any such provision.

 

3. GENERAL ETHICAL PRINCIPLES 

In order to establish and maintain a relationship of trust between the Company and its stakeholders, both internal and external, ethics is vitally important as a means and a value for guiding the conduct of the corporate bodies, management, employees and external contractors.

The Dexelance Group’s ethical principles for the conduct of any business are as follows:

3.1. Principle of legality

The Company and the Persons Covered by this Code are required to comply with the laws of the States in which they carry out their activities, as well as with commonly accepted ethical principles according to international standards in the conducting of business. This principle also applies to the national law of any country in which the Company operates or with which it has dealings.

In pursuing this goal, all employees and contractors of the Company must be aware of the ethical value of their actions and must not pursue personal or business benefits to the detriment of compliance with applicable laws and the principles of this Code.

The Persons Covered are also required to comply with the Company’s corporate provisions, as well as with Organisational Model 231 and internal procedures, in view of the fact that they have the specific purpose of facilitating constant compliance with legal provisions.

3.2. Transparency, integrity and fairness

The Company refuses to engage in illegal or otherwise unfair conduct in order to achieve its economic objectives. The Persons Covered, when carrying out actions in the interests of the Company, are required to comply with professional rules and the duties of diligence and expertise, and to act at all times in accordance with the criteria of transparency, integrity and fairness.

Dexelance uses organisational tools to prevent its employees and contractors from breaching the law and the above principles, and to ensure that they are followed and implemented. The Company is also committed to ensuring accuracy and consistency in the handling of business information in order to prevent misleading behaviour that might generate benefits.

3.3. Good faith

All employees and contractors of the Company are required to act in accordance with the principle of good faith, in the genuine belief that they are acting correctly, in substantial compliance with the rules and with respect for others.

3.4. Impartiality 

The Company avoids discriminatory and opportunistic conduct. It does not discriminate in terms of sex, race, language, religious beliefs, political opinions or personal and social conditions.

 

4. DEXELANCE’S VALUES

4.1. Enhancement, development and protection of human resources

People and their quality are the Dexelance Group’s most important asset.

The Company respects the autonomy of human resources in full accordance with the rules in force, promoting full professional realisation within the specific organisational categories, based on criteria of merit and personal performance capacity.

Dexelance offers equal employment opportunities and professional advancement to all employees without any discrimination of any kind, encouraging the Group’s structures to provide refresher and training programmes to enhance specific professional skills and to preserve and grow the expertise acquired.

Hiring, transfer and promotion practices must not be influenced in any way by offers of money or benefits, or otherwise favoured by facilitation or benefits of any kind. No form of illicit work is tolerated and the Company prohibits the payment of wages lower than those provided for in national or territorial collective agreements.

Dexelance also promotes flexibility in the organisation of work and adopts internal procedures to ensure compliance with sectoral legislation on working hours, rest periods, statutory leave and holidays.

Finally, the competent functions ensure that the working environment is free from prejudice, offensive behaviour and marginalisation, so that each individual is treated with respect. The privacy of employees is protected under General Data Protection Regulation (EU) 2016/679 («GDPR»).

4.2. Protecting health and safety at work

The Company is committed to spreading and consolidating a culture of health and safety at work, developing awareness of the risks associated with working and promoting careful and responsible behaviour on the part of all workers. It therefore undertakes to promote any initiative provided for by law intended to minimise the risks and causes that may jeopardise the health of employees.

Dexelance relies on the cooperation of all its employees to carry out all the communication, training and information activities required by law and necessary to ensure a high level of awareness and skills for all its staff.

Staff are required to take care of their own health and safety and that of other persons in the workplace who are affected by their actions or omissions. For this reason, the use of drugs, alcohol or illegal medications in the workplace that could undermine the normal judgement of individuals is not tolerated.

4.3. Product quality, safety and innovation

Maximum customer focus is one of Dexelance’s core values.

For this reason, the Company directs its research and development activities in order to ensure that all products comply with the highest legal standards on safety, functionality, reliability and efficiency.

In addition, Dexelance is committed to ensuring adequate quality standards for all products marketed, as well as in the business processes and services provided to its customers, by periodically monitoring their perceived quality and aiming to create a long-term relationship of trust with its customers. Every employee and contractor is expected to pursue these objectives in performing their duties.

4.4. Social responsibility

The Dexelance Group not only aims to create value economically, but also to support and respect the entire stakeholder community around it.

The Company contributes to the economic, social and civil development of the community, working with respect for the employees, production chains and workers in the local districts where it operates.

The Company is committed to protecting the environment, ensuring that production and work activities are carried out with full respect for the territories and committing to implement, as far as possible, a progressive reduction of the environmental impacts they cause.

 

5. RULES OF CONDUCT

5.1. Fair and transparent conduct

The Persons Covered by this Code and those who, regardless of the legal status of the relationship, are acting under the direction or supervision of the Dexelance Group, must conduct themselves fairly and transparently in the performance of their duties, thus making the internal control system more effective and protecting the Company’s values.

In accordance with the law, the Persons Covered are required to act in a cooperative manner towards the shareholders, the Board of Statutory Auditors, the 231 Supervisory Body (hereinafter, the «SB»), the other corporate bodies and the authorities responsible for controlling the Company’s activities.

5.2. Staff recruitment, development and training

The enhancement and development of human resources is one of the core values of the Dexelance Group’s activities, in the belief that they are central to the success of the undertaking within a framework of mutual and general loyalty and trust.

In the selection, recruitment and career advancement of staff, the Persons Covered by this Code carry out assessments solely on the basis of matching proposed profiles to required profiles and with transparent and verifiable substantive considerations on merit.

The management of employment relationships is geared toward equal opportunities and promoting the career development of employees. Therefore, in the context of selection processes, the Dexelance Group does not discriminate directly or indirectly on grounds of trade union membership, political or religious beliefs, race, language or gender, physical appearance, disability, maternity status, health, family status and any other characteristics. No discrimination will be tolerated.

The Company undertakes not to favour in any way candidates reported by third parties or linked by kinship, affinity or friendship with persons involved in the business, and in particular candidates reported by persons belonging to public administrations. In the event of reports of candidates on the part of the aforementioned parties to the department heads or to employees, the SB will be immediately notified according to the procedures provided for and made known by the Company (see point 6.3), which will carry out the investigations that it deems appropriate. If the above candidates are eligible for a position within the Company, the Company will also assess the results of the investigations conducted by the SB within the latter’s remit before they are hired.

The Company provides employees with all necessary documentation to train staff on sensitive and particularly important issues.

5.3. Health, safety and protection of the working environment

The Dexelance Group pays close attention to the creation and management of adequate environments and workplaces, both from the point of view of their health and safety, in compliance with the relevant national and international directives, and with regard to their physical and moral integrity, promoting working conditions that respect individual dignity.

In particular, the Company and all Persons Covered by this Code endeavour to ensure that working activity is carried out:

• – Avoiding risks, where possible, and adequately assessing risks that cannot be avoided, combating them at source;

• – Adapting the task to the individual, in particular as regards specific equipment and working methods, and reducing the effects that the task may have on the individual’s health;

• – Planning the organisation of work and providing appropriate instructions to workers, and monitoring corporate relationships and the influence of external factors on the working environment;

• – Prioritising collective prevention measures over individual prevention measures;

• – Monitoring and doing everything possible to prevent and counteract situations of discomfort and tension that might alter the physical and moral integrity of workers.

5.4. Duties of employees

The Code provides guidance to Company employees in their work and imposes specific duties on individual Persons Covered. Each employee is required to understand and implement the behaviours set out in

this Code, avoiding situations that may, even only apparently, not be compliant.

Each employee should notify his or her colleagues if he or she believes that their actions are in breach of the Code and, if the apparent breach continues, should report it to his or her line manager. Employees who are aware of alleged unlawful conduct that may also involve liability for the Company under Italian Legislative Decree no. 231/2001 must only communicate the information they have regarding this conduct to their superiors, or to the SB and/or to the HR Manager.

Employees are required to cooperate with the Company in any investigation to ascertain, and possibly penalise, any violations.

If employees are unsure of their responsibilities as Persons Covered by the Code, they are encouraged to seek guidance from their line managers.

5.5. Additional duties of corporate department managers

All corporate department managers are required to ensure compliance with the Code on the part of their immediate subordinates, setting a good example to the employees they manage.

They are also required to ensure that their immediate subordinates understand the provisions of the Code and form an integral part of the provision of their work.

If informed or aware of alleged unlawful conduct, each manager is required to promptly inform the Company’s management or the SB according to the procedures provided for and disclosed by the Company (see point 6.3).

5.6. Duties of Persons Covered in third-party relationships

5.6.1. Customer relationships

Professionalism, competence, availability and fairness are the guiding principles for conduct in respect of customers.

It is strictly forbidden to offer to third parties, directly or indirectly, or to receive, gifts and/or benefits (money, objects, services, favours or other benefits) such that an impartial observer may interpret them as being for the purpose of obtaining an advantage, including a non-economic advantage, contrary to mandatory rules of law, regulations and the principles of this Code. Acts of commercial courtesy, such as gifts or forms of hospitality, are permitted provided that they are duly authorised in advance by the relevant corporate departments, if and when they are of moderate value, and in any event not likely to compromise the integrity or reputation of either party.

The Company provides accurate, transparent and comprehensive information about the services and products offered, so that the customer can make informed decisions without any kind of conditioning, whether internal or external.

5.6.2. Relationships with suppliers, sub-contractors, intermediaries and business partners

Given the fundamental role played by suppliers, sub-contractors, business intermediaries and business partners for the Dexelance Group, the Company ensures that the selection process takes place according to objective principles of fairness, transparency and quality of work provided, on the basis of objective assessments designed to protect Dexelance’s commercial and industrial interests and, in any event, to create the same highest value. Adherence by these parties to this Code, as well as compliance with the regulations in force, particularly Italian Legislative Decree no. 231/2001 and the relevant Organisational Model adopted by the Company is a necessary condition of entering into or continuing the relationship.

Suppliers, sub-contractors, intermediaries and business partners must refrain from offering goods or services, in particular in the form of gifts or favours, to Company contractors that exceed normal courtesy practices. At the same time, the Persons Covered by this Code must not offer goods or services to the personnel of the aforementioned actors in order to obtain confidential information or any benefit whatsoever, either for themselves or for the Company.

The Company regulates its relationships with such service providers through contracts drawn up in accordance with the applicable laws, seeking to remedy circumstances that could materially affect the relationship established. This is to ensure maximum transparency and to avoid the signing of pacts or agreements that are not explicit or contrary to the law.

The agreed compensation for each service will be commensurate with the same and payments may not be made to a party other than the contracting party or in a country other than that of the contracting parties.

Dexelance endeavours to ensure that intermediaries and business partners, in the context of the conduct of economic initiatives undertaken jointly with the Company, operate lawfully and in compliance with the law and principles set out in this Code, monitoring their activities and ensuring respect for the good reputation of the Group.

5.6.3. Relationships with competitors and protection of fair competition

Dexelance Group protects the value of fair competition by refraining from collusive conduct, respecting free market principles and acting in compliance with applicable competition, antitrust and consumer protection laws.

The Company undertakes to comply with national and supranational rules in the different areas in which it conducts its business, prohibiting any conduct that violates the normal exercise of free trade and good faith in conducting business. No employee or contractor may take any action intended to improperly influence the market.

The Company prohibits the acquisition of information through improper means, such as industrial espionage, undertaking not to hire employees of a competitor for the sole purpose of obtaining confidential information and not to encourage employees of competitors, suppliers, intermediaries or business partners to disclose confidential information.

Dexelance Group and its contractors also undertake not to infringe any third party’s intellectual property rights, such as products, trademarks or patents or copyright rights, such as various software and technologies. In particular, the Dexelance Group undertakes to comply with the rules for the protection of intellectual works of any kind and not to disclose them within the Company without first acquiring the required licenses and permits.

5.6.4. Institutional relations with public institutions and the judicial authorities

The Company bases its conduct on the principles of legality, fairness and transparency and adapts its conduct to comply with these principles.

All relations with State institutions and with public administrations must be maintained in compliance with the law, the Articles of Association, this Code and the 231 Organisational Model adopted by the Company, and in strict accordance with the aforementioned principles. In the context of any relation with Italian or foreign institutional entities, conduct intended to unlawfully influence their decisions in order to obtain an undue or unlawful advantage for the Company is not permitted for any reason.

The Company condemns any conduct by any person consisting in promising or offering, directly or indirectly, gifts or other benefits (money, objects, services, favours or other benefits) to public officials and/or Italian or foreign persons responsible for public services or their relatives, that may result in an undue or unlawful interest or advantage for the Company. Providing inducements to Italian or foreign public officials/public servants to use their influence on other parties belonging to Italian or foreign public administrations is also prohibited.

Inciting, aiding, or assisting a government official in inappropriate conduct involving the misappropriation of funds or abusive conduct with respect to his or her office is strictly prohibited.

Relations with general government must be managed by persons with specific powers of attorney or who have been formally appointed and delegated by the Dexelance Group to manage those relations, ensuring that these are not in any situation of conflict of interest.

The use of contributions, subsidies or financing obtained from the State or other public or EU body, including of small amount and/or value, for purposes other than those for which they were granted, is prohibited.

The Dexelance Group undertakes to cooperate actively in order to support any needs of judicial authorities and refrains from engaging in any conduct that is likely to influence, in any way, the way of working and acting of the parties involved. Using undue pressure or unlawful coercion in order to induce an official of the judicial authority not to make, or to falsely make, statements that may be used in a civil, criminal or administrative process, is strictly prohibited.

5.6.5. Relations with trade unions and representatives of political forces

The Dexelance Group interacts transparently with all political forces in order to duly present its positions on topics and issues of interest. The Company maintains relations with trade associations, trade unions and environmental and similar organisations, with the aim of developing its activities and establishing mutually beneficial forms of cooperation.

Relations with political and trade union organisations are, as a general rule, reserved for authorised corporate departments and on the basis of applicable pro tempore procedures and the system of power of attorney and delegation adopted by the Company. Furthermore, any relationship with such parties is characterised by high standards of transparency and fairness. The Company is not allowed to make contributions to trade unions, political parties and their representatives unless expressly permitted and provided for by law and, in the latter case, authorised by the competent corporate bodies.

5.6.6. Relations with auditing companies and statutory auditors

The Dexelance Group ensures that all relations with auditing companies and statutory auditors are based on the highest levels of professionalism, diligence, transparency, collaboration and availability. The Company also acts in accordance with the institutional role of these parties and ensures the full and timely execution and fulfilment of the requested requirements and obligations, issuing the necessary information in a clear, timely and exhaustive manner.

In its relations with auditing companies and statutory auditors, the Company ensures that any situation of conflict of interest is avoided and undertakes to assess in advance any assignment of tasks other than their institutional functions that may affect their independence and objectivity.

5.6.7. Relations with financial institutions

The Dexelance Group maintains relations with financial institutions based on fairness, transparency and good faith, with a view to creating value for the Company, its shareholders and all the relevant interlocutors.

Financial institutions are selected on the basis of their reputation and conduct of business, and for their adherence to values comparable to those set out in this Code.

5.6.8. Relations with related parties

All operations with related parties must be approved in accordance with internal procedures and must meet the following criteria:

Substantial correctness, i.e. under market conditions such that the transaction is fair from an economic standpoint;

Procedural correctness, i.e. complying with the procedures provided by the Company in terms of the approval and proper execution of the operation.

5.7. Corporate governance

As a general rule, all Persons Covered must behave fairly, transparently and collaboratively, in accordance with the laws, procedures and principles set out in this Code, in all activities for the purposes of drawing up financial statements and other corporate communications, In order to provide all stakeholders with true, accurate, complete and correct information about the financial position of the Company.

In particular, the Persons Covered by this Code undertake to refrain from any conduct, whether active or omitted, which directly or indirectly violates the regulatory principles and/or internal procedures relating to the drawing up of accounting documents and their external representation, and to ensure that:

• – all operations and transactions are promptly and correctly recorded in the Company’s accounting system in accordance with the criteria specified by law and the applicable accounting standards, and where appropriate duly authorised and verified;

• – all supporting documents for each operation and transaction, including agreements, invoices, cheque requests and expense reports, are true and accurate, in order to allow an immediate and easy formal and chronological reconstruction of the characteristics and underlying rationale;

• – all invoices issued exactly reflect the business operation and no false or misleading entries are made in the Company’s books or records for any reason whatsoever;

• – funds or accounts are not set up for business purposes that are not fully documented.

The Company condemns any conduct that is intended to alter the accuracy and veracity of accounting data and information, reports and other corporate communications. Persons Covered by this Code who become aware of omissions, falsification or negligence in the accounting records or supporting documentation are required to report this promptly to the Company’s management, their line manager or the SB.

Always with a view to the maximum lawfulness and traceability of operations, the expenses necessary to meet the operational needs of the Company are disbursed in accordance with the prepared annual budget, in compliance with the authorisation procedures provided for any unforeseen expenses.

Auditing companies and statutory auditors have free access to data, documentation and information relevant for the performance of their respective activities, as well as to ascertain the immediate detectability and control of each operation carried out.

The Dexelance Group promotes the launch of training and refresher programmes in order to inform the Persons Covered by this Code of the rules (statutory or regulatory rules, internal requirements, trade association provisions) for the preparation and management of the accounting records.

5.8. Conflicts of interest

The Dexelance Group respects the private sphere of the Persons Covered by this Code, including as regards their personal activity in the economic and commercial world, provided that the activities are not in conflict with the interests of the Company and the obligations entered into and arising from the type of collaboration in place.

Members of the corporate bodies, employees of the Company and consultants, contractors, attorneys and third parties acting on behalf of the Company are required to avoid situations in which conflicts of interest may arise, refraining from promoting business opportunities that may entail personal gain.

This Code prohibits conduct on the part of the Persons Covered aimed at using their position within the Company and information obtained in the course of their work to create a conflict between their interests and the interests of the Company. By way of example, the following are prohibited:

• – Assisting or collaborating in any capacity in undertakings operating in competition with the Company and in activities that are contrary to the interests of the Dexelance Group;

• – Being or representing a commercial counterparty of the Company, or having family ties or economic interests, such as direct or indirect shareholdings or corporate office, in a commercial counterparty of the Company;

• – Having family ties or economic interests, such as direct or indirect shareholdings, corporate office, property or securities, in competitors or suppliers of the Dexelance Group;

• – Carrying out activities outside the scope of the employment contract during office hours;

• – Using business assets or tools for personal purposes, including information not available to third parties or not made public and acquired for official reasons;

• – Using the Dexelance Group name in any capacity for personal and private benefit.

As the above list of cases may not be completely exhaustive, it is recommended that any persons working in situations of conflict of interest, even if these are not listed above, immediately notify the Chairman or the Chief Executive Officer/Board of Directors/their line manager, refraining from carrying out the activities subject to the conflict of interest until further notice. The latter will be obliged to inform the SB, which, after the appropriate investigations and in-depth analysis, evaluates the actions to be taken and the decisions to be made by the Board of Directors and the Company’s management in order to maintain compliance with this Code and the Company’s internal procedures.

Any situation already existing at the time of the issuance of this Code must be promptly presented to the identified reference parties for due verification with the above principles.

5.9. Protection of corporate assets

The Dexelance Group’s assets are the resource through which the Company performs its business. They include physical property, such as buildings, machinery and various kinds of goods, and intangible property, such as confidential information, intellectual property and development plans and strategies.

Each Person Covered is required to act diligently to protect corporate assets of all kinds from improper use or misuse, and to use each asset solely for business purposes. Each Person Covered is responsible for protecting the corporate assets under his or her direct control.

In particular, with regard to IT applications, all employees must strictly adhere to the Company’s security policies, in accordance with the Company’s IT policy and in order not to compromise the functionality and security of its information systems. Individual employees must not disclose passwords or access codes that they possess in any capacity, or access other people’s computer systems without authorisation, or engage in any conduct intended in any way to destroy or damage computer systems or information.

5.10. Confidentiality and privacy

Disclosure of confidential information outside the Company is a very serious offence and harms the competitive position of the Company and its shareholders.

All information which is not in the public domain and of which individual Persons Covered have become aware in the course of their employment is the exclusive property of the Dexelance Group and may only be used for business purposes.

In particular, the Company and the Persons Covered by this Code maintain complete confidentiality regarding confidential information concerning its customers, both in relation to strategic information and personal data, and uses such information solely for strictly professional reasons, requiring explicit authorisation. In turn, customers are required to ensure the confidentiality of information, documents and personal data relating to the Dexelance Group.

The Company and the Persons Covered by this Code also undertake to maintain complete confidentiality with regard to information concerning its suppliers, sub-contractors and business intermediaries, and to use such information only for strictly professional reasons, and in any case with prior explicit authorisation.

Each Person Covered will use all reasonable efforts to avoid undue disclosure of such confidential information. Even after the termination of the relationship with the Dexelance Group, each Person Covered is required not to disclose confidential information about the Company, its assets, its customers, contractors, suppliers, sub-contractors and business intermediaries, unless such disclosure is required by law or where expressly provided for in specific contractual arrangements.

5.11. Ban on operations for the purpose of receiving, laundering and using money, goods or benefits of illegal origin

The Dexelance Group carries out its activities in full compliance with current anti-money laundering (AML) legislation and the provisions issued by the competent authorities.

The Company provides the most appropriate tools to combat the receipt, laundering and use of money, goods or benefits of illegal origin and self-laundering. The Persons Covered by this Code must never be involved in accepting or handling income deriving from criminal activities in any form whatsoever, and must not engage in any self-laundering activities, such as the use of money, goods or other benefits arising from offences related to non-compliance with fiscal or tax legislation.

Directors, employees and contractors are required to verify in advance the available information (including financial information) on their business counterparties, advisors and suppliers to ensure their moral integrity and legitimacy before entering into any business relationship, ensuring the full traceability of inflows and outflows in compliance with AML laws.

5.12. External information

External communications and information comply with the relevant laws and regulations, as well as the right to information.

Such communications must always be truthful, transparent and accurate and, as far as reasonably possible, homogeneous and consistent. The Dexelance Group is committed to cooperating fully with all media outlets, without discrimination and in response to their information needs. The Company’s communications are in keeping with the fundamental ethical values of civil society and do not contain coarse and offensive messages, including ones that are only potentially harmful to common feeling. The dissemination of false news, i.e. the use of artifice that could significantly alter the perception of the Company, is also prohibited.

The participation of each Person Covered in conferences, public events, committees and associations of various kinds, the issuing of interviews and the publication of articles in the name of or representing the Company must be duly authorised, in accordance with the corporate procedures.

Communications to the financial and economic markets must always be provided in a timely and complete manner, in a clear and understandable way and in accordance with applicable laws and regulations. The Company is directly responsible for the publication of information and for maintaining a complete, effective and up-to-date corporate website.

“Inside” information under current legislation must be considered confidential and consequently not disclosed, used or employed outside of the corporate activities. Persons who by virtue of their roles and functions are in possession of inside information should refrain from carrying out the following operations:

• – Purchase, sell or carry out other operations, directly or indirectly, on their own account or on behalf of third parties, on the financial instruments of the Company and through the use of such information;

• – Recommend or provide inducements to third parties, on the basis of the information held, to carry out any of the operations referred to above;

• – Disclose such information to third parties, outside the exercise of working activity.

5.13. Protection of the environment and the community

In accordance with the Dexelance value of social responsibility, the Group takes the most appropriate measures to plan the development of activities with a view to preserving the environment, promoting awareness-raising initiatives, including through the help of specialised professionals.

The Company is therefore committed to improving the environmental impact of its activities and to preventing risks to people and the environment, not only in compliance with the legislation in force, but also by virtue of the progress of scientific research and best practice in this field.

In particular, the Dexelance Group undertakes to define its environmental policies:

• – In compliance with all local and national environmental protection laws;

• – Pursuing continuous improvement aimed at reducing the impact of working activity on the surrounding environment;

• – Developing an environmental risk prevention system and waste management procedures in compliance with current regulations.

The Dexelance Group aims to commit all of its employees and contractors to behave in a socially responsible way that conforms to the values of a healthy environment. Therefore, the Company works to raise awareness and train employees, at all levels, to promote the dissemination of a culture based on reducing risks and environmental impacts, as well as the study of innovation and the progressive adoption of technologies that may help to improve the impact of the Group’s working activity in the medium-term.

Finally, the Company aims to maintain a strong attitude of respect for the culture and traditions of the community, as well as to promote support and collaboration with the same. When the occasion arises, the Dexelance Group is committed to providing support to social and cultural initiatives promoted by the community in which it operates.

 

6. IMPLEMENTATION METHODS AND MONITORING PROGRAMME

6.1. Dissemination and updating of the Code of Ethics

This Code is made known to all internal and external parties involved in the corporate mission through communication and training activities. Any person who comes into contact with third parties with whom the Company intends to enter into relations of any kind, or with whom it is required to have relations of an institutional, social, political or any other nature, is obliged to inform those entities of the commitments and obligations imposed by the Code and to require compliance with the obligations of the Code in the performance of their activities.

 Compliance with the contents of this Code is an integral part of the general rules governing employment relationships and similar relationships in the Dexelance Group and, for this reason, this Code is published on the Company’s website.

Any doubts about the application of the following Code must be promptly discussed with the Board of Directors and the SB as the body responsible for monitoring its application.

Any amendments or additions to this Code, including at the proposal of the SB, must be made with the approval of the Company’s Board of Directors, also after consulting the Board of Statutory Auditors.

6.2. Control bodies and mechanisms

This Code of Ethics forms an integral part of Organisational Model 231 adopted by the Dexelance Group for the purpose of preventing crimes committed in the interest or benefit of the Company by the parties indicated by Italian Legislative Decree no. 231 of 8 June 2001 (hereinafter, also the “Model”).

The Company’s SB is responsible for monitoring the operation, application and regular updating of Organisational Model 231, and for controlling compliance with this Code on the part of all the internal and external Persons Covered.

The supervisory body maintains the requirements of autonomy and independence and takes on powers of investigation and control and powers of initiative to perform its tasks.

6.3. Reporting to the Supervisory Body

Without prejudice to legal protection instruments, the Company’s SB provides clarifications regarding this Code. Any breach of the Code by the Persons Covered must be promptly reported to the SB at the email address specially created and reserved for the SB: odv@flexalighting.it

On receiving reports, the SB will carry out the relevant investigations, including with the support of the competent corporate departments, in order to assess with the Company the extent of the breach and the associated penalty.

All information received by the SB is handled in strict confidence, and persons reporting in good faith must be guaranteed against any form of retaliation, discrimination or punishment. For this purpose, the confidentiality of the identity of the reporting person is ensured, without prejudice to legal obligations and subject to protection of the rights of persons accused in error or in bad faith.

6.4. Violations of the Code of Ethics and penalties

In the event of violations of the Code of Ethics, Dexelance, in respect of those responsible for the violations, takes disciplinary measures where deemed necessary for the protection of the Company’s interests, in line with the provisions of the current regulatory framework, employment contracts and the 231 Organisational Model adopted by the Company. These measures can go as far as the removal from the Company of those responsible, as well as compensation for any damage resulting from the breaches.

Non-compliance with the rules of the Code of Ethics on the part of members of the corporate bodies may result in the adoption by the competent corporate bodies of the most appropriate measures provided for and permitted by law.

Violations of the Code by employees constitute a breach of employment obligations, with all contractual and legal consequences, including with regard to their relevance as a disciplinary offence.

Violations committed by external service providers and contractors will be punishable in accordance with the relevant contractual responsibilities, unless more material violations of law are committed.

6.5. Conflict with the Code

In the event that any provision of this Code conflicts with any of the provisions of the Company’s internal rules or rules of procedure, the Code prevails over any such provision.

 

Last updated: September 16, 2025