Abivet Code of Ethics

Abivet

Code of conduct

pursuant to Legislative Decree 231/2001 and its subsequent amendments and integrations

I. FOREWORD

I.1. Abivet Srl – The reasons behind the Code of Ethics and Conduct

II.I GENERAL PRINCIPLES

II.1. Scope

II.2. Ethical principles and reference values

II.3. The meaning of Ethics

II.4. The Abivet Srl Style

II.5. Employee Obligations

II.6. Abivet Srl's obligations

III. CONDUCT IN THE MANAGEMENT OF BUSINESS ACTIVITY – EXTERNAL RELATIONS

III.1. General provisions

III.2. Relations with Third Parties

III.3.i Relations with the authorities and public institutions and other parties

representative of collective interests

III.3.1. Relations with the Authorities and Public Administrations

III.3.2.i Relations with political and trade union organisations

III.3.3.i Gifts, benefits and promises of favours

III.4.i relationships with clients and suppliers

III.4.1. Conduct in business

III.4.2.i Gifts, grants and benefits

III.5.i The relationships between Abivet Srl and its affiliated companies

III.5.1. Autonomy and common ethical values

III.6.i Relationships with partners and/or shareholders

IV. THE CONFLICT OF INTEREST

IV.1. Interests of Abivet Srl

IV.2. Prevention of conflicts of interest

V. OPERATIONAL PROCEDURES AND ACCOUNTING DATA

V.1.I Specific protocols

V.2.observance of procedures

V.3. Accounting transparency

VI. THE PROTECTION OF THE COMPANY'S ASSETS

VI.1. The custody and management of resources

VI.2. Illicit operations concerning shares and company assets

VII. THE SUPERVISORY BODY

VII.1. The powers and characteristics

VII.2. Reporting to the Protection Committee

VIII. HUMAN RESOURCES AND EMPLOYMENT POLICY

VIII.1. The determining conditions

VIII.2. Selection Policies

VIII.3. The development of professional skills

VIII.4. Human Resources and the Code of Ethics

VIII.5.l. The working environment and the protection of privacy

IX. Company Information

IX.1.The availability and access to information

IX.2. Relevant communications

X. RELATIONS WITH THE MEDIA AND INFORMATION MANAGEMENT

X.1. The modes of conduct

Price-sensitive information

The obligation of confidentiality

XI. BREACHES OF THE CODE OF ETHICS AND CONDUCT SANCTIONS SYSTEM

XI.1. reporting of infringements

XI.2.rections: penalty system guidelines

XI.3.l’establishment of the monitoring body

XII. APPROVAL AND UPDATE OF THE CODE OF ETHICS

I. Foreword

I.1. Abivet Srl - The Rationale behind the Code of Ethics and Behaviour

ABIVET S.r.l. is a company with many years of experience operating in the veterinary medicine sector.

Given the complex structure of the sector in which it operates, on the occasion of the verification of the conformity and effectiveness of its internal control system, with reference to the provisions of Legislative Decree 231/2001, ABIVET S.r.l. has deemed it appropriate to formalise and publish in a “code” – named the “Code of Ethics and Conduct” – the set of values and principles to which ABIVET S.r.l., its employees, collaborators, customers, suppliers, shareholders, partners in general, public authorities, and thus all those with whom ABIVET S.r.l. maintains business relationships, wishes to conform.

Correctness and loyalty in behaviour, information flow, willingness to listen, the ability to perceive our interlocutors' problems as our own, and the understanding that the economic process must be continuously coordinated with a system of values is the project of ABIVET S.r.l.

Thus, ABIVET S.r.l. believes that within its internal organisation, the operational structure must allow each individual to act within their remit, with autonomy but in a strong relationship of trust with the Company. Furthermore, every employee must accept the stimulation, control, and coordination that the hierarchical structure is required to undertake as an element of unification and regulation, and as an adaptation to the behavioural rules of this code.

ABIVET S.r.l. is convinced that – today – a company's success stems not only from the pursuit of profit-driven objectives, but also from adherence to social responsibilities arising from its integration into an external environment with which it establishes complex relationships. This is why it is essential to be able to integrate the economic dimension with the social, legal, and ethical dimensions of the company itself, so that every single activity of ABIVET S.r.l. and every single business activity contributes to increasing collective well-being, producing quantitative and qualitative improvements.

In business activities, it is correct to consider adequate parameters to measure the contributions made by the company and by all of us to collective well-being.

The common objective is to realise human aspirations and the aspirations that society has set for itself within society (self-realisation, commitment, solidarity, creativity, responsibility). Therefore, not only economic objectives but also ethical ones.

Here are the principles with which ABIVET S.r.l. wants to align its business activities. These principles are those which provide the ability to better respond to our clients' needs, to always challenge ourselves, to renew ourselves and to improve ourselves both as a company and as individuals.

From the outset, with this Code of Ethics, ABIVET S.r.l. wishes to express the ethical commitments and responsibilities in conducting business and social activities undertaken by ABIVET S.r.l. itself, its employees, collaborators of various kinds, or directors.

The achievement of ABIVET S.r.l.'s objectives is pursued, by all those who work there, with loyalty, seriousness, honesty, competence and transparency, in absolute compliance with current laws and regulations.

It is in this spirit that the sole administrator of ABIVET, also in light of resolution 10.11.2014 of the ABIVET S.r.l. shareholders“ meeting, has approved the present ”Code of Ethics and Conduct“ (hereinafter ”Code") which came into force on 10.11.2014 as Constitution at ABIVET S.r.l. The Code is considered fully adequate for its purpose, even in light of the legislative changes to Legislative Decree 231/2001.

THE GENERAL PRINCIPLES

II.1. Scope

The purpose of the Code is to give evidence and form to standards of behaviour that must be proper to ABIVET S.r.l., to all employees and collaborators of the Company.

This Code also contains the ethical principles relevant for the prevention of offences and compliance with the provisions of Legislative Decree 231/2001 and subsequent amendments and/or integrations.

In compliance with the said provisions, ABIVET S.r.l. has established an internal “supervisory body”, the so-called “Protection Committee”, which reports directly to the sole director of ABIVET S.r.l. The body is endowed with independent powers of initiative and control, and has been assigned, among other things, the task of overseeing the operation and observance of this Code, after consulting the sole director of the Company.

The Code applies to all activities, as well as, and without exception, to all employees, collaborators, consultants, suppliers, partners, and to all those who work towards the achievement of ABIVET S.r.l.'s objectives. Its spirit must guide the issuance and study of all policies, procedures, and regulations adopted and to be adopted by ABIVET S.r.l. through all company units.

The Code is taken into consideration and is also decisive for relationships with third-party collaborators, forming an integral part of the conditions governing employment relationships with the latter.

Furthermore, with regard to the employees of ABIVET S.r.l. in relation to the company's business activities, in addition to fulfilling their duties of loyalty, fairness and the execution of their individual employment contract in good faith, they must adhere with the utmost scrupulousness to the precepts contained in this Code, compliance with which is also required pursuant to and for the purposes of art. 2104 of the Italian Civil Code.

Pursuant to Article 7 of Law 300/70 (Workers' Statute) and subsequent amendments and integrations, as well as other applicable legal provisions, this Code shall be understood as supplementary to and in line with the disciplinary system provided for at ABIVET S.r.l. and as established in the national collective labour agreement applied by ABIVET, in addition to any publication on the company's website and intranet.

Therefore, a breach of this code may constitute a failure to fulfil obligations under the employment relationship, with all legal consequences and in accordance with the provisions of the aforementioned national collective labour agreement, the consortium's company disciplinary code and that of each individual consortium company, and may result not only in the imposition of disciplinary sanctions but also in compensation for any resulting damages.

II.2. Ethical principles and core values

Compliance with laws, transparency and managerial integrity, trust and cooperation with Third Parties are the ethical principles that ABIVET S.r.l. is inspired by and from which it derives its conduct models, in order to operate effectively and fairly in the market, increase the value of its business holdings and develop the skills and professional growth of the human resources who have contact with ABIVET S.r.l. In particular, the belief that one is somehow acting to the company's advantage does not justify the adoption of behaviour that is contrary to the aforementioned principles. All those who operate with and in ABIVET, without exception or distinction, are therefore committed to observing and ensuring these principles are observed within their functions and responsibilities. This commitment requires that those with whom ABIVET has relationships, for whatever reason, also act towards it with rules and methods inspired by the same values.

II.3. The meaning of Ethics

ABIVET has deemed it appropriate and necessary to adopt and issue a code of conduct that sets out the values to which all its members, directors, employees, and collaborators in various capacities must adhere, accepting responsibilities, structures, roles, and rules. The violation of these, even if it does not result in any corporate liability towards third parties, incurs personal responsibility, both internally and externally, towards the Company. Therefore, knowledge and observance of the code of conduct by all those who carry out work within ABIVET and in its favour are primary conditions for ABIVET's transparency and reputation. Furthermore, the Code is made known to all those with whom ABIVET conducts business.

For ABIVET, ’Ethics« is the value that is promoted, with rigour and respect for standards of conduct – both public and private – in practical life; it concerns daily life and translates into norms of behaviour. It is a means that allows ABIVET to behave virtuously; a different way of being compliant with legal rules.

This is how the concept of “ABIVET ethics”, a concept that involves the notion of individual responsibility and awareness, and is inevitably linked to that of «Corporate Social Responsibility» or «Corporate Citizenship».

For ABIVET, “ABIVET's Social Responsibility” is configured as the ability to integrate its operational activities with respect for and safeguarding of the interests of all associates, partners, and individuals with whom it relates, with the preservation of environmental resources and their conservation for future generations. This includes due respect for all living beings and the value of inanimate things, as the purpose of its actions, rather than as a means to achieve profit.

The Code of Ethics therefore serves ABIVET to avoid «potentially opportunistic» behaviours, driven by the mistaken belief that doing what's best for the Company is the sole prerogative of the business; it is necessitated by ABIVET's conviction that the belief of acting in the interest of 'Società' (which could mean partners, shareholders, or the company broadly depending on context), to the extent of justifying behaviour contrary to general, universal principles and values, is in no way shared.

The Code of Ethics thus makes common and widespread the values in which the Company believes, at all levels, ensuring that anyone, whenever called upon to make a decision, clearly remembers that not only their own interests, rights and duties are at stake, but also those of others.

II.4. The ABIVET style

Therefore, the “ABIVET style”It is a way of behaving that does not disregard such awareness; in this, it is an absolutely complex action, which resolves problems to face new additional problems, all to be overcome with the interest that corporate action does not bind the rights of the community, as well as those of individual shareholders.

This document aims, therefore, to be a rational incentive to try to understand not only what is right to do, but also the «why» it is necessary to do it.

II.5. Employee obligations

All employees of ABIVET are required to know and comply with this Code; they are obliged to disseminate its contents and to adhere to the ethical rules contained therein.

Specifically, ABIVET employees are required to:

to behave responsibly towards the Company and third parties, in particular with a commitment to the principles of professionalism and professional diligence;
refrain from engaging in behaviour prohibited by the rules contained in this Code;
inform third parties with whom they operate, according to their respective competencies, about the commitments and principles contained in this Code, requiring their compliance;
Promptly report to your line managers and/or the supervisory body any information relating to possible breaches of the rules contained in this Code.

Those in charge at the top of Companies (directors, general manager, executives) must in turn:

To adopt a behaviour that serves as an example for all your collaborators;
always direct all parties to comply with the rules of the Code, thereby encouraging their dissemination and correct application;
carefully select any collaborators, employees, and suppliers, also taking into account the degree of trust they appear to place in the Code's rules.

II.6. The obligations of ABIVET

ABIVET must, also through the person appointed by the Protection Committee, and following the advice of ABIVET's sole administrator:

ensure the dissemination, in-depth study and updating of this Code;
carry out checks regarding any alleged violations;
apply the relevant sanctions in case of definitive ascertainment of violations of this Code;
ensure that no one suffers discrimination and/or retaliation for reporting suspected Code violations.

III

BEHAVIOUR

IN THE MANAGEMENT OF CONSORTIUM ACTIVITY

EXTERNAL RELATIONS

III.1. General provisions

It has been said that ABIVET's core values are transparency, loyalty, impartiality, honesty, and integrity.

These values must be respected.

Business activities must be carried out with ABIVET's general interests within the Company itself in mind.

No third party (person, company or entity) with dealings with ABIVET shall be able to derive improper advantage by reason of their relationship with the collaborator and/or the position that the latter occupies within the organisation.

No employee may obtain personal advantages by virtue of their position within ABIVET.

III.2. Third-party relations

ABIVET's presence in national and international markets, its operations in various contexts, and its multiplicity of stakeholders make the management of relationships with Third Parties of paramount importance. Third Parties are understood to mean all public or private entities, Italian or foreign – individuals, groups, companies, institutions – who have contact with ABIVET for any reason and/or have an interest in ABIVET's activities.

ABIVET bases its operations on the punctual observance of laws (Italian and of the countries in which it operates), market rules, and the guiding principles of fair competition.

Within the framework of the internal control system, the Code of Ethics serves as a prerequisite and reference point (following an assessment of any criminal risks connected to the activities carried out) for both the preventive model of organisation, management, and control, and the sanctioning system for violations of the rules established within it. These are adopted by ABIVET, in accordance with Articles 6 and 7 of Legislative Decree 231/2001 and based on the code of conduct drawn up by ABIVET. The supervision of the implementation and application of the Code of Ethics – as stated – is the responsibility of the supervisory body established – after hearing the opinion of ABIVET's Sole Director – which reports any non-compliance or failure to apply it.

The verification of the implementation of the code of conduct and its application is the responsibility of the President, after consulting with the sole administrator of ABIVET.

It is the sole director's responsibility at ABIVET to update the Code of Ethics to align it with any new relevant regulations and the evolution of civil sensitivity. As regards, in particular, the offences provided for by Legislative Decree 231/2001 and subsequent amendments and additions, the same supervisory body is established which verifies the functioning and effectiveness of an organisational and management model aimed at preventing the aforementioned offences.

III.3. Relations with the authorities and public institutions and other bodies representing collective interests

III.3.1. Relations with the authorities and Public Administrations

Relations concerning ABIVET's activities with public officials or persons tasked with public service (acting on behalf of central or regional public administration, or legislative bodies, community institutions, international public organisations, and any foreign state), with the judiciary, with public supervisory authorities and other independent authorities, as well as with private partners holding public service concessions, must be undertaken and managed in strict and absolute compliance with current laws and regulations, the principles set out in the Code of Ethics and internal protocols, so as not to compromise the reputation and integrity of both parties.

Attention and care must be taken in dealings with the above-mentioned parties, particularly in operations relating to: public tenders, contracts, authorisations, licences, concessions, applications and/or management and use of financing of any denomination, from public sources (national or EU), management of assignments, dealings with supervisory authorities or other independent authorities, social security bodies, tax collection bodies, insolvency proceedings, civil, criminal, administrative proceedings, etc. In order not to carry out acts contrary to the law or otherwise detrimental to ABIVET's image and integrity, the aforementioned operations and the related financial resource management must, by the specifically authorised corporate functions, be undertaken in due respect of the laws and principles of the Code of Ethics and in full compliance with internal protocols.

III.3.2. Relations with political and trade union organisations

ABIVET does not favour or discriminate, directly or indirectly, any political or trade union organisation. ABIVET refrains from providing any contribution, direct or indirect, in whatever form, to political and trade union parties, movements, committees and organisations, to their representatives and candidates, except for those due based on specific legal provisions.

III.3.3. Gifts, benefits and promises of favours

ABIVET prohibits all those who operate in its interest, in its own name or on its own behalf, from accepting, offering or promising, even indirectly, money, gifts, goods, services, benefits or undue favours (including in terms of employment opportunities) in relation to dealings with public officials, persons in charge of public services or private individuals, in order to influence their decisions with a view to more favourable treatment or undue benefits, or for any other purpose.

Any requests or offers of money or favours of any kind (including, for example, gifts or presents of more than modest value) improperly made to or by those acting on behalf of ABIVET in the context of dealings with public authorities (Italian or foreign) or with private individuals (Italian or foreign) must be immediately reported to the Supervisory Body and the relevant company department for the implementation of consequential measures.

III.4. Relationships with customers and suppliers

III.4.1. Business conduct

The correct and transparent relationship with clients and suppliers represents a significant aspect of ABIVET's success.

The selection of suppliers and the procurement of goods, merchandise and services must be carried out in accordance with the principles of this code of conduct and internal procedures, using the written form and respecting the hierarchical structure of ABIVET. In any case, the selection must be made exclusively on the basis of objective parameters such as quality, convenience, price, capacity, and efficiency.

In commercial transactions, particular care is required and enforced, also in accordance with specific protocols, in the receipt and spending of coins, banknotes, credit instruments and securities in general, in order to avoid the risk of counterfeit or altered securities being introduced to the public.

In any case, customer complaints against ABIVET are handled with sensitivity and represent opportunities for improvement, in order to overcome conflict and regain customer trust and satisfaction. ABIVET's goal is to operate with diligence and quality in order to avoid customer dissatisfaction, which, should it arise in any event, can be addressed directly to the sole director of ABIVET.

III.4.2. Gifts, donations, and benefits

In business dealings with clients and suppliers, gifts, benefits (whether direct or indirect), complimentary items, acts of courtesy, and hospitality are prohibited, unless they are of such a nature and value as not to compromise ABIVET's image and cannot be interpreted as aimed at obtaining preferential treatment not determined by market rules. In any case, any complimentary items, acts of courtesy, and hospitality must be communicated and submitted for the approval of your superior.

An employee who receives gifts or preferential treatment from clients or suppliers that go beyond ordinary courtesy must immediately inform their superior, who will promptly notify the relevant bodies and/or the appropriate company function. After due investigation, these bodies will, through the designated functions, manage external communication and inform the giver of the gift, present, or other item about the company's policy on the matter.

III.5. The relationships between ABIVET and connected companies

III.5.1. autonomy and common ethical values

ABIVET acknowledges the autonomy of companies connected to it, such as agents, consortia, participants in temporary business associations, or groups, requiring them to adhere to the values expressed in the Code of Ethics and to cooperate loyally in pursuing objectives, in compliance with the law and current regulations.

ABIVET must avoid engaging in conduct which, in its sole interest, may be detrimental to the integrity or image of associated companies. ABIVET also requires that none of the associated entities engage in conduct or make decisions which, while resulting in benefits for themselves, could be detrimental to the integrity or image of ABIVET.

III.6. Relations with partners and/or shareholders

ABIVET is convinced that the strategic success of a promotional body such as the Society, and indeed of a company in general, is also pursued by maximising value for its members.

The corporate summit must therefore also direct its operations towards the pursuit of this objective. It is in ABIVET's interest and explicit commitment to establish a continuous dialogue with individual members and/or shareholders and, if applicable, with institutional investors.

Relationships are exclusively managed by the sole director of ABIVET in compliance with the prescriptions of law, procedures, and existing regulations on the matter.

CONFLICT OF INTEREST

IV.1. ABIVET interests

There is a relationship of full trust between ABIVET and its employees, within the scope of which it is the primary duty of the employee to use the Company's own assets and their working capabilities for the Company's interest, in accordance with the principles set out in this code which represent the values that ABIVET is inspired by.

In light of this, ABIVET's directors, employees, and collaborators in various capacities must avoid any situation and refrain from any activity that could pit their personal interests against those of the Company, or that could interfere with and hinder the ability to make decisions impartially and objectively in the Company's interest. The occurrence of situations involving conflicts of interest, in addition to being contrary to the law and the principles set out in this code, is detrimental to ABIVET's image and integrity.

IV.2. Conflict of Interest Prevention

In order to avoid actual or potential conflicts of interest, ABIVET, at the time of assignment or commencement of employment, requires its directors, employees, or collaborators in various capacities to sign a specific declaration which excludes the presence of conflicts of interest between the individual and the Company. This declaration also stipulates that the individual undertakes to promptly inform ABIVET – through their superior – should they find themselves in actual or potential conflict of interest situations.

ABIVET further requires that anyone who becomes aware of situations of conflict of interest immediately reports them to the Supervisory Body.

OPERATING PROCEDURES AND ACCOUNTING DATA

V.1. The specific protocols

Specific protocols aimed at preventing adverse events and their consequent potential negative impacts on the business situation are inspired by the code of ethics and conduct, and are prepared (or appropriately integrated and amended) following an analysis of the context to highlight the risks affecting ABIVET and the existing control system, as well as its actual adequacy.

Specific protocols must be adopted by all parties involved in the operational process, in the terms and methods specifically foreseen and described by the competent ABIVET functions. Their correct implementation guarantees the ability to identify the company personnel responsible for the decision-making, authorisation, and execution of operations. To this end, in accordance with the control principle represented by the separation of duties, it is necessary that individual operations are carried out in their various stages by different individuals, whose competences are clearly defined and known within the organisation, so as to avoid the granting of unlimited and/or excessive powers to single individuals.

V.2. the observance of procedures

The directors, with particular reference to the executive directors, the employees and all those who have relations with ABIVET for any reason, each within the scope of their respective competences and functions, are required to strictly comply with the procedures set out in the protocols. In particular, the corporate procedures must regulate the performance of every operation and transaction, the legitimacy, authorisation, consistency, congruity, correct recording and verifiability of which (by way of example but not limited to the following control elements: balancing, coupled signatures, supporting accounting documentation, in-depth examination of the activities of commercial agents, consultants, suppliers, etc.) must be detected (also from the point of view of the use of financial resources. Each operation must therefore be supported by adequate, clear and complete documentation to be kept on file, so as to allow at any time the control of the reasons, the characteristics of the operation and the precise identification of who, at the different stages, authorised, performed, recorded and verified it. Compliance with the indications provided by the specific protocols concerning the procedural flow to be observed on the formation, decision-making and recording of corporate phenomena and their effects, makes it possible, inter alia, to disseminate and stimulate at all corporate levels the culture of control that contributes to improving management efficiency and constitutes a support tool for managerial action.

Any non-compliance with the procedures envisaged by the checks and this code (to be reported without delay to the Supervisory Committee and/or the Management Board) compromises the relationship of trust between ABIVET and those who interact with it, for any reason.

V.3. Accounting transparency

Veracity, accuracy, completeness, and clarity of essential information represent the necessary conditions that allow for transparent accounting and constitute a fundamental value for ABIVET, also with the aim of guaranteeing shareholders and third parties the ability to have a clear picture of the company's economic, asset, and financial situation.

In order for such value to be respected, it is first necessary that the documentation of the elementary facts, to be recorded in the accounts in support of the entry, be clear, complete, true, accurate and valid, and be kept on file for any necessary verification. The associated accounting entry must fully, clearly, truthfully, accurately and validly reflect what is described in the supporting documentation. In the case of economic-patrimonial elements based on valuations, the associated entry must be made in compliance with the criteria of reasonableness and prudence, clearly illustrating in the relevant documentation the criteria that guided the determination of the asset's value.

Any person who becomes aware of possible omissions, falsifications, irregularities in the keeping of accounts and supporting documentation, or in any way of breaches of the principles laid down by this code and by specific protocols, is required to report them promptly to the Supervisory Committee and/or the sole director of ABIVET. The aforementioned breaches undermine the relationship of trust with the Company, are relevant from a disciplinary perspective and will be duly sanctioned.

The protection of social heritage

VI.1. The custody and management of assets

ABIVET endeavours to ensure that the use of available resources (carried out in compliance with current legislation and the contents of the articles of association, and in line with the values of this code) is aimed at guaranteeing, increasing, and strengthening the company's assets, for the protection of the Company itself, its members, creditors, and the market.

VI.2. illicit operations on shares or company capital

To protect the integrity of the company's assets, it is specifically prohibited, except in cases expressly permitted by law, to: 1. Return contributions in any form or release shareholders from the obligation to make them. 2. Distribute profits that have not actually been realised or are not legally designated as reserves, or distribute reserves that are legally non-distributable. 3. Acquire or subscribe for shares or quotas in the Company or in controlled companies. 4. Carry out reductions of share capital, mergers, or demergers in violation of the rules for creditor protection. 5. Fictitiously form or increase the company's assets. 6. In the event of liquidation, satisfy shareholders' claims to the detriment of the Company's creditors.

In order to prevent the aforementioned scenarios, ABIVET, as part of its organisation, works to disseminate knowledge of the relevant laws, code, and associated protocols, by implementing specific information and training programmes for directors and employees concerning corporate offences.

Seven

The Supervisory Body

THE PROTECTION COMMITTEE

VII.1. The attributions and characteristics

The task of overseeing the operation and compliance with the Organisational and Management Model adopted by ABIVET pursuant to Legislative Decree 231/2001 and subsequent amendments is entrusted to the Supervisory Committee, which has independent powers of initiative and control, but always after consulting the sole administrator of ABIVET.

The Oversight Committee must operate with impartiality, authority, continuity, professionalism, and autonomy, and to this end: it is free to access all ABIVET information sources; it has the power to inspect documents and consult data; it suggests any updates to this code and internal protocols, including based on reports provided by members and/or its employees and/or collaborators; it may carry out checks, including periodic ones, on the operation and observance of the Model; it is provided with adequate human and material resources that allow it to operate quickly and efficiently.

The Supervisory Committee also operates with broad discretion and with the full backing of ABIVET's sole director, with whom it collaborates in absolute synergy.

In ABIVET, the supervisory body responsible for the control, verification, and application of this code – as stated – is the Protection Committee.

The Protection Committee informs the sole director of ABIVET about compliance with and application of the indications contained in this code and is responsible for the following tasks:

periodically check the application and observance of this code and report to the sole director;
receives reports of violations of this code and carries out the necessary investigations.

VII.2. reports to the Protection Committee

In order to ensure the effectiveness of the organisational model through specific controls, ABIVET – whilst respecting privacy and individual rights – provides channels of communication through which all those who become aware of any unlawful behaviour within the Company can report it, freely, directly and confidentially, to the Compliance Committee. This body is responsible for the precise and careful verification of the information transmitted, in order to submit the relevant case to the sole director of ABIVET for the application of any disciplinary sanctions or the activation of contractual resolution mechanisms.

VIII

Human Resources and Employment Policy

VIII.1. The determining conditions

Human resources are an indispensable element for the existence of companies and a critical factor for competing successfully in the market. It has been said that the honesty, loyalty, capability, professionalism, seriousness, technical preparation, and dedication of staff are therefore among the determining conditions for achieving ABIVET's objectives and represent the characteristics required by ABIVET from its directors, employees, and collaborators in various capacities.

VIII.2. Selection policies

In order to contribute to the development of the Company's objectives and ensure that these objectives are pursued by everyone in compliance with the ethical principles and values that ABIVET is inspired by, the company policy aims to select each employee, consultant and collaborator in various capacities according to the values and characteristics set out above.

Within the scope of recruitment (conducted in compliance with equal opportunities and without any discrimination regarding candidates' private lives and opinions), ABIVET endeavours to ensure that acquired resources match the profiles genuinely required by the company's needs, avoiding favouritism and advantages of any kind.

VIII.3. The development of professional skills

In the evolution of the employment relationship, ABIVET is committed to creating and maintaining the necessary conditions for each individual's abilities and knowledge to expand further, respecting these values. This is achieved through a policy based on merit recognition and equal opportunities, and by implementing specific programmes aimed at professional development and the acquisition of greater competencies. Consequently, Company employees are required to cultivate and actively seek the acquisition of new skills, capacities, and knowledge. Managers and department heads, in turn, must pay the utmost attention to valuing and enhancing the professionalism of their collaborators, fostering conditions for the development of their abilities and the realisation of their potential.

VIII.4. Human resources and the code of ethics and conduct

Through its own functions and dedicated resources, ABIVET constantly promotes and takes care of the knowledge of this code, of the relevant protocols and updates, as well as of the areas of activity of the different functions with attributions of responsibility, hierarchical line of dependence, description of tasks and personnel training. The information and knowledge of this code and of the relative specific protocols takes place firstly through the distribution of specific documentation to all those who interact with ABIVET, which, in this case, requires the same interlocutors (at the time of the delivery of the information material on the code of ethics and conduct) to sign a declaration of acknowledgement of receipt of the documentation received. Secondly, ABIVET provides its own employees and collaborators and the employees and collaborators of the individual consortium companies with special training and updating programmes (run by their managers) on this code and on the relevant protocols. Company personnel may, however, at any time, ask their superiors for advice and clarification on the contents of this code and protocols and on the duties assigned to them. On the occasion of the establishment of new employment, consultancy and/or collaboration relationships, ABIVET shall promptly provide the information necessary for an adequate knowledge of the code and protocols, with particular reference to those pertaining to specific competences.

Thus, the “ABIVET genes”which represents the central resource for the development and success of the Company.

ABIVET recognises the fundamental value of diversity in cultures and talents and wishes to attract and develop individuals with passion and intellectual curiosity for the Company and for its historical involvement within civil society.

Consistency, transparency, and respect must guide every decision and behaviour, in a context of mutual trust and interdependence.

VIII.5. The work environment and the protection of privacy

ABIVET is committed to creating a working environment that guarantees all those who interact with the Company and individual partners, for whatever reason, conditions that respect personal dignity and in which individual characteristics do not give rise to discrimination or prejudice.

In this regard too, and in compliance with current legislation, ABIVET is committed to protecting the privacy of personal information and the data of each employee, and generally of anyone who interacts with the Company.

In particular, respect for the dignity of the worker must also be ensured through respect for privacy in correspondence and in interpersonal relationships between employees, through the prohibition of interference in interviews or dialogues, and the prohibition of intrusions or forms of control that could infringe upon personality.

ABIVET also specifies that no harassment should occur in employment relationships, by which it means:

the creation of an adverse or exclusionary working environment for an individual employee or groups of employees;
Obstruction or undue interference in others' employment prospects, conducted for purely personal competitive reasons;
the subordination of work decisions relevant to the recipient to the acceptance of sexual favours;
Sexual harassment generally refers to acts, behaviours, and allusions that may in any way disturb the recipient's peace of mind.

Company Information

IX.1. the availability and access to information

ABIVET, within the limits established by current regulations, promptly and fully provides information, clarifications, data, and documentation requested by members, clients, suppliers, public supervisory authorities, institutions, bodies, entities, and other third parties in the performance of their respective functions.

All information relating to a Relevant Company must be communicated with the utmost promptness to both the bodies responsible for overseeing the Company's management and to the supervisory authorities.

Comprehensive, clear intra-company communication also guarantees the correctness of relationships: with shareholders, who must - in accordance with current legislation - be able to access information data; with third parties who come into contact with ABIVET, who must be able to have a representation of the Company's economic, financial, and asset situation; with supervisory authorities, auditing bodies, and internal control bodies, who must effectively carry out control activities to protect individual shareholders and the market in general.

IX.2. the relevant communications

Through the methods and functions designated in its internal protocols, ABIVET guarantees all those interested in understanding the company's affairs and its projected economic, asset, and financial evolution, access to information and transparency regarding the choices made.

Particular care and accuracy are taken in disseminating communications relevant to ABIVET's life, which may significantly impact the Company's or the market's performance, or its credibility and reliability with companies and/or banks. In this regard, legally required company communications, information directed at the public, and information on the Company's expected economic, financial, and asset performance must be truthful, una-missioned, and present facts (even if subject to opinion) that are true, so as not to mislead the recipients of the information.

Relations with the mass media

AND INFORMATION MANAGEMENT

X.1. ways of behaviour

Relations with the press, media, and external stakeholders in general must be handled exclusively by individuals expressly authorised to do so, in accordance with the procedures or regulations adopted by ABIVET. Any requests for information from the press or media received by ABIVET personnel must be communicated to the individuals (corporate functions) responsible for external communications before any commitment is made to respond to the request.

External communication must follow the guiding principles of truth, accuracy, transparency, and prudence, and should aim to promote knowledge of company policies and ABIVET's programmes and projects. Relations with the mass media should be guided by respect for the law, this code, related protocols, and the principles already outlined with reference to relations with public institutions, with the objective of protecting ABIVET's image.

X.2. price-sensitive information

Any form of investment, whether direct or through an intermediary, originating from confidential Company information is strictly prohibited. Particular care must be taken regarding the external communication of documents, news, and information concerning events occurring within ABIVET's direct sphere of activity that are not in the public domain and which, if made public, could significantly influence the price of financial instruments and stock market performance. The communication of such information, after the directors have authorised its dissemination, shall always occur through the designated channels and persons. Under no circumstances, in the management of information, shall any behaviour be adopted that could facilitate insider trading.

X.3. the duty of confidentiality

All those who operate in any capacity on behalf of ABIVET are required to maintain the utmost confidentiality (and therefore not to unduly disclose or request information) about documents, about know how, regarding research projects, business operations, and generally, all information learned by reason of one's job function, particularly in relation to the specificity and relevance of ABIVET's areas of activity.

In particular, information shall be considered confidential or secret if it is covered by specific laws or regulations as it relates, for example, to inventions, scientific discoveries, protected technologies or new industrial applications, as well as information contractually subject to a confidentiality obligation. Confidential information also includes all news learned in the course of work activities whose dissemination and use could cause danger or harm to ABIVET and/or undue gain by the employee.

A breach of confidentiality duties by employees, collaborators, and assistants seriously undermines the fiduciary relationship with ABIVET and may result in the application of disciplinary or contractual sanctions.

Eleven

Breaches of the Code of Ethics and Behaviour

DISCIPLINARY SYSTEM

XI.1. the reporting of violations

With reference to the news of an occurred, attempted, or requested violation of the rules contained in this code and in the annexed protocols, ABIVET will ensure that no one, in the workplace, suffers retaliation, unlawful conditioning, hardship, and discrimination of any kind for having reported to the Supervisory Body the violation of the code's contents and/or internal procedures. Following the report, ABIVET will promptly carry out appropriate verifications and adequate sanctions.

XI.2. The guidelines for the penalty system

The violation of the principles set out in the code and/or the procedures envisaged by internal protocols compromises the trust relationship between ABIVET and its directors, employees, consultants, collaborators in various capacities, clients, suppliers, commercial and financial partners, and individual shareholders.

Such breaches will therefore be pursued by ABIVET incisively, promptly and immediately, through appropriate and proportionate disciplinary measures in the case of personnel, or through contract terminations and any claims for damages in other cases, irrespective of any criminal relevance of such behaviour and of the institution of criminal proceedings where the said behaviour constitutes a criminal offence.

The consequences of breaches of the code and/or internal protocols must be taken into serious consideration by all those who, for whatever reason, have dealings with ABIVET: to this end, ABIVET shall disseminate the code, internal protocols and inform about the sanctions provided for in case of breach and the methods and procedures for imposing such sanctions.

ABIVET, in order to protect its image and safeguard its resources, will not engage in any kind of dealings with individuals who do not intend to operate in strict compliance with current regulations and/or who refuse to behave according to the values and principles set out in the code and to adhere to the procedures and regulations provided for in the annexed protocols.

XI.3. The establishment of the OMonitoring body

ABIVET is committed to enforcing regulations through the establishment of a Supervisory Body (Oversight Committee) to which supervisory and monitoring tasks regarding the implementation of the code will be delegated. This Body will specifically deal with:

Continuously monitor the application of the code by the interested parties, including by accepting any reports and suggestions;
report any breaches of the Code of significant importance;
To express opinions regarding the potential revision of the company's code or its most relevant policies and procedures, with the aim of ensuring their consistency with the code itself.

XII

APPROVAL AND UPDATE OF THE CODE OF ETHICS

The sole administrator of ABIVET approves this Code of Ethics and Conduct and its subsequent amendments.