Code of Ethics

1. INTRODUCTION

Our Code of Ethics (hereinafter referred to simply as the "Code") expresses the values and ethically relevant behaviors for Beta 80 Group S.r.l. and its controlled companies, Beta 80 S.p.A. Software e Sistemi and Beta 8.0 Technology S.r.l. (hereinafter, Beta 80 Group S.r.l. and its affiliates will be collectively referred to as "Beta 80 Group" or the "Group").

The Code, adopted by all affiliated companies, represents the overall vision Beta 80 Group has of its business activities and its associated social function.

The adoption of this Code aims to disseminate values of fairness, loyalty, integrity, and transparency that should guide the actions and behavior of individuals working for the Group. To this end, all companies within the Group commit to observing, applying, and disseminating its contents, acknowledging its importance for the proper functioning, reliability, and reputation of Beta 80 Group.

The Code encompasses a set of rights, duties, and responsibilities that Beta 80 Group has towards its so-called "stakeholders," which include, in addition to administrators, employees, collaborators, and shareholders, clients, suppliers, public authorities, and, more broadly, third parties who engage with Beta 80 Group.

Given its significance, Beta 80 Group is committed to promoting and spreading awareness of the Code and ensuring compliance with its provisions by taking corrective actions when necessary.

The Code, developed following guidelines provided by Confindustria, outlines the general principles that:

• Define Beta 80 Group's ethics;
• Establish guidelines for relations with all counterparties;
• Serve as a regulatory and interpretative reference for the rules of conduct that the Group implements, encourages, monitors, and updates for continuous improvement.

2. IMPLEMENTATION AND CONTROL

2.1 Recipients of the Code

The Recipients of the Code are:

• Members of the administrative and supervisory bodies of the Group's Companies, executives, and employees;
• Collaborators and external consultants acting on behalf of the Group’s Companies;
• Temporary workers and apprentices.

The provisions of the Code of Ethics also apply, where expressly specified, to external parties with whom the Group's Companies have dealings (e.g., suppliers, clients, institutions).

2.2. Dissemination and awareness of the Code

Beta 80 Group seeks to ensure the widest dissemination of the Code of Ethics among all Recipients and third parties and the sharing of the principles and values contained within. To guarantee broad dissemination, the Code is prominently published on the websites of individual companies and on the Group’s corporate intranet.

Managers and department heads of the Companies must exemplify the values and content of the Code of Ethics through their actions and ensure that they are understood and pursued by all.

Employees, collaborators, and consultants must align their conduct with the values, principles, objectives, and provisions contained in the Code of Ethics.

All Recipients, as well as clients, suppliers, and other relevant stakeholders, must be aware of the Code of Ethics, applicable regulations, and company procedures that govern each specific internal function.

Beta 80 Group provides appropriate training initiatives and invites all Recipients to seek clarification on the correct interpretation of the Code of Ethics and the application of its provisions.

2.3. Application of the Code

Oversight of compliance and the proper interpretation of the Code of Ethics' principles is entrusted to senior management and, if appointed, to the Supervisory Body (OdV), which has independent initiative and control powers and is specifically tasked with:

• Monitoring the application and functionality of the Code;
• Ensuring the dissemination and training of all recipients;
• Proposing updates in response to legislative changes and the evolution of activities and organizational structure.

Each recipient must report any behavior or circumstances that deviate from the principles of the Code of Ethics. Any situation or conduct contrary to the Code's provisions, internal procedures, or current laws that cannot be resolved personally or through the intervention of a direct superior must be reported to the OdV of the relevant Group company through the following channels:

• A whistleblowing platform accessible via the website, as detailed in the "whistleblowing procedure";
• 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 ensures maximum confidentiality in handling reports, thereby guaranteeing privacy and protecting against retaliation or discrimination against those who report violations of the Code. The OdV will review each report and propose appropriate measures to the relevant company departments.

3. REFERENCE PRINCIPLES

Beta 80 Group operates to create value for its shareholders, to best interpret and meet customer needs while safeguarding the solidity, transparency, and professionalism of the Group.

Corporate strategies and subsequent operational practices are aligned with this purpose, inspired by the efficient use of resources.

Individuals acting to pursue the Group's objectives do so in compliance with the following guiding principles:

• The Group's fundamental principle is compliance with the laws and regulations in force in all countries where it operates;
• Relationships and behaviors at all corporate levels must adhere to principles of honesty, fairness, transparency, confidentiality, impartiality, diligence, loyalty, and mutual respect;
• All those working for the Group must avoid activities, even occasional ones, that could constitute conflicts of interest with the Group or interfere with the ability to make decisions consistent with corporate objectives;
• Every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent, and appropriate;
• Relations with Public Administration and, in general, with public entities and private business partners must comply with current regulations and adhere to principles of impartiality and fairness;
• In carrying out activities, standards set by legislation must be pursued, monitored, and consistently maintained to ensure workplace safety and worker health, implementing effective risk reduction policies through preventive, training, and control measures.

These principles represent action criteria and must be systematically and rigorously applied in every business area and with reference to all activities and initiatives undertaken.

Below, several relevant situations are outlined — without claiming to be exhaustive — where the principles outlined must be strictly applied.

3.1. Relationships with Customers

The Customer and the satisfaction of their needs are a primary objective for Beta 80 Group: this goal must be pursued in full compliance with established behavioral norms.

To this end, the Group is committed to conducting its promotional activities through specific procedures and protocols to ensure proper and full understanding of the characteristics of the services offered.

To assess customer satisfaction, which is a vital asset, the Group systematically monitors through internal functions. Any received complaints are handled promptly and appropriately, serving as a basis for organizational and procedural improvements.

3.2. Relationships with Suppliers

The procurement of goods and services is based on offers acquired from qualified suppliers, also considering their ability to provide effective ongoing support.

All supplies, including service and consultancy contracts, are appropriately formalized and documented in a dedicated digital archive.

3.3. Human Resources

Human capital is a strategic asset for Beta 80 Group, enabling the development and assurance of products and services and the creation of value.

Beta 80 Group bases its personnel selection choices on pre-established procedures and protocols, directly evaluated by Human Resources Management. Upon employment and throughout the duration of the employment relationship, staff receive clear information about regulations, compensation, and all necessary instructions to adequately perform their duties, including workplace safety and health guidelines.

Confidential personnel information is handled in compliance with current laws and in ways that ensure maximum transparency to the individuals concerned and inaccessibility to third parties, except for justified and exclusive work-related reasons.

All employees and collaborators of the Group companies are committed to performing their duties transparently, diligently, professionally, and with a customer-oriented approach, in line with the values of the Code of Ethics. To this end, employees and collaborators are required to formally report to Management any existing or offered engagements with third parties, to evaluate potential conflicts of interest.

The Group aims to ensure working conditions that foster relationships among colleagues inspired by respect, fairness, loyalty, and collaboration.

Each corporate function manager must, through their behavior, set an example for their direct reports and ensure they understand that adherence to the Code of Ethics is an essential part of job performance quality.

3.4. Diversity, Equity, and Inclusion

Beta 80 Group considers diversity, equity, and inclusion fundamental values for creating an open, respectful, and plural work environment where everyone can leverage their talents.

Beta 80 Group recognizes these values as integral to its DNA, promoting a supportive and inclusive culture, respecting equal opportunities without discrimination based on gender, gender identity, orientation, marital status, health status, religious beliefs, political and trade union opinions, ethnic and racial origin, nationality, age, or disability status.

3.5. Administrative and accounting management

Corporate accounting is based on principles of accuracy, transparency, and completeness. Only truthful records reflecting the real nature of the transactions should be entered in the accounting records.

All corporate functions must provide full cooperation to ensure that management operations are correctly and promptly represented in the accounting records. Adequate supporting documentation must be kept for each accounting entry reflecting a transaction, allowing identification of the transaction's reason and the related authorization.

3.6. Relations with Shareholders, Auditors, and Statutory Auditors

Relations between the Group companies' directors and shareholders, auditors, and statutory auditors must be based on maximum collaboration, fairness, and transparency.

It is strictly forbidden to provide false or misleading statements to shareholders, auditors, or statutory auditors.

The Group's directors, employees, and collaborators commit to providing the necessary data to ensure proper and adequate information to the mentioned parties.

3.7. Relations with Public Administration and Regulatory Authorities

The Group's relations with representatives of public institutions and regulatory authorities are based on transparency, fairness, and professionalism, with a spirit of maximum collaboration.

In particular, given the nature of relations with public entities and to ensure compliance with the aforementioned principles:

1. It is not permissible to offer money or gifts to managers, officials, or employees of Public Administration or entities holding public service concessions, or their relatives or affiliates, whether in Italy or other countries, nor to foreign individuals considered public officials under Italian law, except for small-value gifts or benefits. To avoid inconsistent interpretations or excessive discretion, the Board of Directors, with advice from the Supervisory Body, establishes the maximum value considered as "modest" and adopts procedures for such gifts or benefits to be given;
2. Offering any object, service, performance, or favor of value to obtain favorable treatment in dealings with Public Administration is prohibited. In countries where offering gifts to clients is an established and widespread practice, it is permissible when gifts are appropriate and of modest value, but always in compliance with laws and with the prior authorization of the Board of Directors. This should never be interpreted as seeking favors;
3. When negotiating, requesting, or dealing with Public Administration, personnel must not improperly influence the counterparty's decisions, including those of officials representing Public Administration, nor engage directly or indirectly in actions such as:

• Reviewing or proposing employment and/or business opportunities that could benefit Public Administration representatives;
• Soliciting or obtaining confidential information that may compromise the integrity or reputation of either party beyond what is permitted by law;
• If the Group uses a "third party" to represent it in dealings with Public Administration, it must be expressly stipulated in the engagement letter or collaboration agreement that the same rules and procedures established for employees apply to the consultant. In any case, the Group cannot be represented by "third parties" in situations of potential conflict of interest.

3.8. Gifts

Giving gifts of modest value is allowed, provided it complies with corporate procedures that require appropriate authorization from the designated functions. Specifically, the Group's parent company's Board of Directors, with advice from the Supervisory Body, sets the maximum value for gifts and the procedures for offering them.

Gifts must never be perceived as an attempt to gain improper advantage.

Employees and individuals acting in the Group's interest must not accept gifts or benefits of any kind from parties they have professional relationships with, if these exceed customary limits or contravene current regulations. In such cases, employees or collaborators must not accept or must return the gifts received. Anyone aware of any form of violation of these regulations must promptly inform the Supervisory Body.

3.9. Anti-corruption

A fundamental principle for Beta 80 Group is compliance with current regulations, with particular emphasis on anti-corruption laws.

The Group's objective is to conduct all business activities honestly and ethically.

To this end, Beta 80 Group prohibits corruption in all commercial activities in any country of operation. This policy applies to all transactions between Beta 80 Group and any other entity, whether the counterparty is a Public Administration or a private company.

Employees, collaborators, and all individuals acting on behalf of Beta 80 Group are prohibited from offering, accepting, or making payments or gifts to secure or retain business, government authorizations, tax or customs benefits, or any other undue commercial advantage for the Group. Bribes and illegal payments or benefits are not permitted, even if commonly practiced in the country of operation.

3.10. Anti-money laundering

Beta 80 Group complies with anti-money laundering regulations and is committed to abstaining from and reporting to authorities any suspicious operations encountered. All recipients must verify available information on clients, partners, suppliers, collaborators, and consultants to assess their moral integrity and the appropriateness of establishing business relationships with them.

3.11. Anti-competitive practices

Beta 80 Group acknowledges the importance of a competitive market and operates in compliance with all applicable regulations. The Group refrains from practices that could violate competition laws, such as infringement of third-party intellectual property rights, cartel formation, or market division.

3.12. External communication

Relations with the media are reserved for the corporate functions designated for this purpose.

Without prior authorization from the Board of Directors, employees and collaborators must refrain from making statements or granting interviews to the media concerning the Group's activities or its corporate organization.

Similarly, all employees and collaborators of the Group Companies commit not to formally or informally, directly or indirectly, contact competing companies or individuals associated with them, nor release statements regarding the Group's activities. They also commit to informing Management if they receive any such requests.

All employees and collaborators of the Group Companies commit not to disclose any company information to third parties, to manage all information received in the course of their activities for the Group in accordance with its procedures and within specific dedicated protocols. Additionally, they commit to using the communication tools provided by the company exclusively for business purposes and in compliance with the applicable laws.

3.13. Health and Safety

Beta 80 Group considers the safety and physical and moral integrity of everyone working to achieve the company’s strategic objectives a fundamental value. To this end, it is committed to promoting compliance with current regulations and adherence to company provisions on health and safety in the workplace. It ensures the scrupulous observance of the principle of effectiveness in adopting prevention and protection measures and strives to improve workplace conditions based on the highest available standards.

Everyone working in Beta 80 Group is responsible, within their competencies and area of activity, for ensuring workplace safety and worker health, complying with legal norms and instructions provided, avoiding conduct that may be risky to themselves or others, and promptly reporting any hazardous situations.

All adopted measures and actions must be assessed and implemented in accordance with the following criteria:  

• Avoid risks, evaluating suitable solutions for those that cannot be avoided and addressing them at their source;
• Adapt work to people, especially regarding workplace design, equipment selection, and work methods and processes;
• Take into account the technical progress level;
• Replace dangerous substances or activities with those that are non-hazardous or less hazardous;
• Plan prevention, also concerning activities carried out offsite at third-party locations, ensuring effective coordination and cooperation among the parties involved;
• Prioritize collective protective measures over individual protection measures;
• Provide adequate instructions to workers.

3.14. Environmental protection

Beta 80 Group considers the environment a primary asset and is committed to promoting its protection and respect by all stakeholders.

The Group, therefore, pursues the goal of effective business management in terms compatible with environmental protection. The principles guiding business management are:

• Avoid all forms of pollution;
• Optimize the use of resources.

To this end, Beta 80 Group is committed to prioritizing the use of cutting-edge means and technologies designed to avoid harming the environment.

3.15. Confidentiality and protection of corporate assets

Confidentiality is considered a fundamental value for the Group.

Directors, employees, collaborators, consultants, and, in general, all those working to achieve the Group's objectives cannot disclose or misuse confidential or privileged information acquired in the course of their duties.

Confidential company information is managed following specific procedures that ensure its dissemination only to the parties concerned and exclusively for business purposes.

Those working on behalf of Beta 80 Group are responsible for the protection and preservation of the corporate assets entrusted to them for the performance of their work or professional duties.