Code of Ethics

1. INTRODUCTION

Our Code of Ethics (hereinafter also referred to as the “Code”) sets out the values and ethically relevant conduct for Betahead S.r.l. and for the other companies within the Group subject to its direction and coordination, namely Beta 80 S.p.A. Software e Sistemi and Beta 8.0 Technology S.r.l. (hereinafter collectively referred to as the “Beta 80 Group” or the “Group”).

The Code, adopted across the entire Group, reflects Betahead’s overall vision of its business activities and its related social function.

Its adoption aims to promote the values of fairness, loyalty, integrity, and transparency that must guide the actions and conduct of those operating on behalf of the Group. To this end, all Group companies undertake to comply with, implement, and disseminate its contents, recognizing its fundamental importance for the proper functioning, reliability, and reputation of Betahead.

The Code defines the set of rights, duties, and responsibilities that Betahead has towards its so-called “stakeholders,” including, in addition to directors, employees, collaborators, and shareholders, also customers, suppliers, Public Administration (hereinafter “P.A.”), and, more generally, any third parties interacting with Betahead.

Given its importance, Betahead undertakes to promote and disseminate knowledge of the Code and to ensure that its provisions are complied with, taking appropriate corrective actions where necessary.

The Code, also developed in accordance with the guidelines issued by Confindustria, sets out general principles that:

• define Betahead’s ethical framework;
• establish guidelines governing relations with all counterparties;
• serve as the regulatory and interpretative reference for rules of conduct that the Group adopts, promotes, monitors, and updates in pursuit of continuous improvement.

2. IMPLEMENTATION AND CONTROL

2.1 Addressees of the Code

The Code applies to:

• members of the administrative and supervisory bodies of Group companies, executives, and employees;
• external collaborators and consultants acting on behalf of the Group;
• temporary workers and apprentices.

Where expressly provided, the Code also applies to external parties with whom the Group interacts (suppliers, customers, institutions, etc.).

2.2 Dissemination and Awareness of the Code

Betahead considers it essential that the Code be widely disseminated among all addressees and third parties, and that its principles and values be shared. To ensure maximum dissemination, it is published prominently on the Group’s and/or individual companies’ websites and on the corporate intranet.

Managers and heads of departments must embody the values and contents of the Code through their conduct, ensuring they are understood and upheld by all.

Employees, collaborators, and consultants must align their conduct with the values, principles, objectives, and provisions set out in the Code.

All addressees, and where applicable customers, suppliers, and other stakeholders, must be familiar with the Code’s provisions, applicable regulations, and internal procedures governing each function.

To this end, Betahead provides appropriate training initiatives and encourages all addressees to request any information necessary for the correct interpretation and application of the Code.

2.3 Application of the Code

Compliance with and proper interpretation of the Code is overseen by top management and, where appointed, by the Supervisory Body (Organismo di Vigilanza – “OdV”), which is vested with autonomous powers of initiative and control and is tasked with:

• monitoring the application and effectiveness of the Code;
• overseeing information and training activities;
• proposing updates in response to legislative changes and organizational developments.

Each addressee is required to report any conduct or situation that deviates from the principles of the Code. Any breach that cannot be resolved directly or through a superior must be reported to the relevant OdV through:

• Email to the respective addresses (odv-Beta80group@Beta80group.it for Beta 80 Group S.r.l., odv-Beta80spa@Beta80group.it for Beta 80 S.p.A. Software e Sistemi, or odv-Beta8.0tech@Beta80group.it for Beta 8.0 Technology S.r.l.);
  Mail to Via Socrate 41, Milan, addressed to the OdV.

The OdV guarantees confidentiality and protection against retaliation or discrimination. It reviews all reports and proposes appropriate measures to management.

3. PRINCIPLES OF REFERENCE

Betahead operates to create value for shareholders, meet customer needs, and ensure the Group’s solidity, transparency, and professionalism.

All actions are guided by efficient use of resources and the following principles:

• full compliance with applicable laws and regulations in all countries of operation;
• conduct based on honesty, fairness, transparency, confidentiality, impartiality, diligence, loyalty, and mutual respect;
• avoidance of conflicts of interest;
• proper recording and traceability of all transactions;
• lawful and fair relations with public and private counterparties;
• continuous compliance with workplace health and safety standards.

These principles must be consistently applied across all activities.

3.1 Relations with Customers

Customer satisfaction is a primary objective, pursued in full compliance with applicable rules.

The Group conducts promotional activities through defined procedures to ensure clarity regarding services offered and monitors customer satisfaction continuously.

Complaints are handled promptly and used as opportunities for improvement.

3.2 Relations with Suppliers

Procurement is based on qualified suppliers and their ability to ensure reliable service.

All supplies and consultancy agreements are properly formalized and documented.

3.3 Human Resources

Human capital is a strategic asset.

Recruitment follows structured procedures. Employees receive clear information on legal and contractual aspects, as well as workplace safety.

Confidential employee data is handled in compliance with applicable laws.

Employees must act with professionalism and disclose potential conflicts of interest.

The Group promotes a respectful, collaborative working environment, and managers must lead by example.

3.4 Diversity, Equity and Inclusion

Betahead promotes diversity, equity, and inclusion as fundamental values, ensuring equal opportunities regardless of gender, identity, orientation, health, religion, political views, ethnicity, nationality, age, or disability.

3.5 Accounting and Administrative Management

Accounting must be accurate, transparent, and complete.

All transactions must be properly recorded and supported by adequate documentation.

3.6 Relations with Shareholders, Auditors and Statutory Auditors

Relations are based on transparency and cooperation.

Providing false or misleading information is strictly prohibited.

3.7 Relations with Public Administration and Supervisory Authorities

Relations with public entities must be transparent and lawful.

It is prohibited to offer money or benefits to public officials, except for modest-value gifts as defined by the Board of Directors.

Improper influence, obtaining confidential information, or offering advantages is strictly forbidden.

3.8 Gifts

Gifts of modest value are permitted only in compliance with company procedures.

Employees must not accept inappropriate gifts and must report violations.

3.9 Anti-Corruption

Betahead strictly prohibits any form of corruption.

Bribes or improper advantages are forbidden under all circumstances, regardless of local practices.

3.10 Anti-Money Laundering

The Group complies with anti-money laundering laws and reports suspicious transactions.

All partners must be assessed for integrity.

3.11 Anti-Competitive Practices

Betahead promotes fair competition and prohibits practices such as cartels or IP violations.

3.12 External Communications

Only authorized functions may communicate externally.

Employees must not engage with media or competitors without authorization and must safeguard company information.

3.13 Health and Safety

Health and safety are fundamental values.

The Group ensures safe working conditions and continuous improvement of workplace standards.

All personnel must comply with safety rules and report risks.

3.14 Environmental Protection

Betahead is committed to environmental protection, avoiding pollution and optimizing resource use.

3.15 Confidentiality and Protection of Company Assets

Confidentiality is a core value.

All personnel must protect confidential information and company assets, using them solely for business purposes.