Code of Ethics and Disciplinary

1. PURPOSE AND SCOPE OF APPLICATION
This document sets out the ethical principles and values ​​with which Sowre SA (hereinafter referred to as Sowre) intends to comply in the management of the business as well as the behaviors that it requires from its directors, employees, collaborators and all those who entertain, for whatever reason, relations and relations with the Company (hereinafter referred to as recipients).
Sowre undertakes to disseminate the Code of Ethics and Disciplinary to all recipients, to update it, to carry out the appropriate checks on its compliance and to take the necessary measures if infringements are ascertained or reported.

2. GENERAL PROVISIONS
All recipients must undertake to comply with the Code of Ethics and Disciplinary which is available on the company's website at www.Sowre.it and is delivered in copy to all employees upon hiring and to collaborators upon of the conferral of the mandate.
Consequently, all those who work or collaborate with Sowre, without exception, must avoid any behavior that could violate the principles stated in this Code, adapting to the highest standards in the conduct of business and in the management of relationships with third parties and thus helping to strengthen the the Company's image of seriousness and integrity vis-à-vis the outside world.

3. REFERENCE ETHICAL PRINCIPLES
All Sowre activities are carried out in compliance with the following ethical principles:

3.1. HONESTY, LEGALITY AND COMPLIANCE WITH THE LAW
Sowre favors honesty in conduct and specifies that the pursuit of the Company's interest can in no case justify dishonest conduct.
All company representatives, collaborators and persons operating in the name and on behalf of Sowre, in the exercise of their professional activity, must comply with the laws and regulations in force in the countries in which they operate and must also scrupulously observe the company procedures and regulations. .

3.2. PROFESSIONALISM
All Sowre activities must be carried out with commitment and professional rigor and in a full spirit of mutual respect and collaboration. Each company representative and collaborator must provide professional contributions appropriate to the responsibilities assigned, must act in such a way as to protect the prestige and reputation of the Company and cannot exploit in the social life the position he holds to obtain economic advantages or of any kind or utility that does not they are entitled to.

3.3. FAIRNESS IN THE EVENT OF CONFLICTS OF INTEREST
Situations must always be avoided in which the subjects involved in any corporate transaction are in conflict of interest. (see in detail the following paragraph 8 relating to conflicts of interest).

3.4. TRANSPARENCY AND CORRECTNESS IN THE MANAGEMENT OF ACTIVITIES AND IN THE INFORMATION, REGISTRATION AND VERIFICABILITY OF TRANSACTIONS
All actions, operations, transactions and, in general, the behaviors put in place in the performance of the work activity, must be based on maximum management correctness, completeness and transparency of information, legitimacy under the formal and substantive aspect and the clarity and truth of the accounting records, according to current regulations and internal procedures, and must be subject to verification.

3.5. DILIGENCE AND FAIRNESS IN NEGOTIATION AND EXECUTION OF CONTRACTS
In the formulation of the contracts, Sowre will take care to specify in a clear and understandable way to the counterparty the behavior to be followed in all the foreseen circumstances. Commercial partners, consultants and external collaborators are informed, at the time of the collaboration, of the adoption by the Company of the Model and of the Code of Ethics and Disciplinary and of the need for their behavior to comply with the requirements of pursuant to Legislative Decree 231/01, as well as to the ethical principles and lines of conduct adopted by Sowre through the Code of Ethics and, for the closest collaborators, through this Model.
Contracts with third parties and work assignments must be carried out as knowingly established by the parties.

3.6. LOYALTY IN COMPETITION
Sowre intends to protect the value of fair competition by refraining from misleading, collusive and abusive behavior of the market position (see in detail the following paragraph 7 relating to relations with competitors).

3.7. PROTECTION OF THE IMAGE
Sowre's good reputation and image represent an essential intangible asset. The employees and collaborators of the Company undertake to act in compliance with the principles laid down by this Code in the relationships between colleagues, collaborators, customers, suppliers and third parties in general, maintaining a decent demeanor in compliance with the behavioral standards of the Company.

3.8. PROTECTION OF COMPANY ASSETS AND USE OF WORK EQUIPMENT
Each recipient of this Code is required to safeguard company assets, guarding and protecting real estate and movable assets, technological resources and IT supports, equipment, company assets and information; he is also responsible for the protection of the resources entrusted to him and has the duty to promptly inform his direct managers of events potentially harmful to the Company.
The Company's corporate assets are used for business purposes, in accordance with current legislation.
In no case is it permitted to use company assets for personal purposes and for purposes contrary to the law, public order or morality.

3.9. PROTECTION OF TRADEMARKS, LICENSES AND WORKS OF ENGINEERING
The protection of trademarks, licenses and intellectual property is considered of primary importance and therefore any conduct aimed at their alteration and counterfeiting as well as their reproduction, dissemination, sale or improper use is prohibited.

3.10. PROTECTION OF HEALTH AND SAFETY IN THE WORKPLACE
The Company requires compliance with the regulations on the protection of health and safety in the workplace and considers the safeguarding of the safety and health of workers, collaborators and all those who participate in the production of the programs as well as the continuous improvement of conditions of primary importance. of work.
The Company complies with current regulations on the safety and hygiene of the workplace and each recipient must pay the utmost attention in carrying out their business, strictly observing all safety and prevention measures established. In particular, all the provisions dictated by the Consolidated Law on Safety (Legislative Decree 9 April 2008, no. 81) and by any other law applicable to the Company must be observed. It is the obligation of the recipients to comply with the relevant legislation as well as with the instructions and directives provided by the subjects to whom the Company has delegated the fulfillment of the obligations regarding safety and to promptly report any deficiencies or non-compliance with the applicable legislation.
In order to implement its own workplace safety policy, the Company takes care of the continuous training and sensitization of all personnel to safety issues.
Furthermore, the Company prohibits each employee or collaborator from working in a state of drunkenness or in a state of consciousness altered by the intake of drugs, hallucinogens or substances that otherwise affect the regular performance of the work.

3.11. ENVIRONMENTAL PROTECTION
The Company is committed to protecting the environment, respects the international and national legislation in force on environmental issues and raises the awareness of employees, collaborators and all those who participate in the production of programs on issues relating to respect and protection of the environment in order to avoid or minimize any negative impact on the same.
It is the recipients' obligation to comply with national and international standards and company procedures and practices on environmental matters and to promptly report any shortcomings or failure to comply with applicable legislation.

3.12. PROTECTION AND USE OF IT SYSTEMS
Each employee and collaborator is responsible for the security of the IT systems used and is subject to the regulatory provisions in force, the conditions of the license agreements and internal company procedures. The Company prohibits the improper use of company IT systems and their use for purposes other than those inherent to the employment relationship.

4. MANAGEMENT OF RELATIONS WITH EMPLOYEES AND COLLABORATORS
Sowre entrusts executives and managers with the tasks of developing relationships based on mutual respect with their subordinates and collaborators, encouraging the spirit of belonging to the Company and spreading corporate values, encouraging their sharing.
The motivation of the staff, the transparent communication and the correctness of the relationships therefore constitute one of the qualifying objectives that each manager must pursue, to support and encourage the professional growth of their subordinates and collaborators.
The application of these principles favors a motivated participation in the business activity, helps to improve the effectiveness of the processes, to protect the company assets and leads each to a full awareness of the contribution made to the achievement of company objectives.
The precise and punctual compliance with internal procedures and practices is configured as a common objective of all company levels and tends both to correct and efficient management of activities and to identify and prevent possible business risks.
The specific task of all managers and managers is therefore to spread the culture of participation, with a view to sharing, belonging to the Company and respecting the values ​​and ethical principles underlying the Sowre style.
The Company pays the utmost and constant attention to the enhancement of human resources.
In particular, in the context of the selection of employees and collaborators - conducted in compliance with the aforementioned principles, internal procedures, equal opportunities and without any discrimination, inspired by criteria of transparency, capacity and individual potential. The Company works to ensure that the resources acquired correspond to the profiles actually necessary for the company's needs.
In no way does it use the hiring of employees or the assignment of assignments as an instrumental activity for corrupt purposes and avoids favoritism and facilitations of any kind.
Sowre also ensures that the selected resources, employees, collaborators and workers in general (even occasional), are in possession of the required requirements and maintain them for the entire duration of the employment relationship; specifically in the case of employment of workers from third countries, verify the possession of a regular residence permit in compliance with current legislation.
In the area of ​​human resource development, the Company undertakes to create and maintain the necessary conditions so that the abilities, skills and knowledge of each employee and collaborator can further expand, in order to ensure the effective achievement of corporate objectives. For this reason, the Company pursues a policy aimed at recognizing merits.
Furthermore, the Company undertakes to protect the psycho-physical integrity of employees and collaborators, respecting their personality, prohibiting any and all forms of discrimination, mobbing, abuse, intimidation, threats and harassment, psychological, physical, sexual, in towards employees, collaborators, suppliers or third parties. Any act of retaliation against those who refuse, complain or report the behavior described above is also prohibited.

5. MANAGEMENT OF RELATIONS WITH THIRD PARTIES
Sowre acts in a manner consistent with all laws and regulations governing its business; in compliance with the same establishes the absolute prohibition of promising and offering money, favorable treatments or other benefits to any type of third party, public or private, which, by acting in violation of the obligations inherent to their office, allows the Company to obtain undue advantages .

5.1. PUBLIC ADMINISTRATION
Sowre maintains relationships with international, national and local Public Authorities in compliance with the principles of transparency and collaboration.
In carrying out the activities related to relations and obligations with the Public Administration, the representatives, employees and collaborators of the Company must refrain from any behavior that could give rise even to suspicion of carrying out acts contrary to the law and, in particular, to the dictated by Legislative Decree 231/2001.
In compliance with company procedures and practices, it is absolutely forbidden to promise or offer favorable treatments, money or other benefits, as well as gifts of more than symbolic value or in any case not in line with normal relations of courtesy, in order to unduly favor interests of the Company or to influence decisions of public officials.
In relations with the Supervisory Authorities, all the principles of conduct defined for relations with the Public Administration must also be respected.
6. MANAGEMENT OF RELATIONS WITH CUSTOMERS, SUPPLIERS AND BUSINESS PARTNERS
The activity towards customers, suppliers and business partners must be oriented towards compliance with the highest ethical principles, to maintain the image of respectability, fairness and good faith that surrounds the Sowre name.
The full satisfaction of the customer's interests is of primary interest to the company, through a relationship of fairness, professionalism, efficiency and seriousness.
A similar spirit must inform the relationship established with suppliers or other business partners.
Employees and collaborators cannot accept preferential treatment, compensation and gifts whose economic value is more than symbolic from customers and suppliers. If gifts of substantial value are offered, staff are required to promptly inform their line manager.
Likewise, employees and collaborators cannot promise or offer preferential treatments, money and other benefits to customers and suppliers as well as gifts that are not of more than symbolic economic value and outside normal courtesy relationships, to obtain undue benefits. both in favor of Sowre and of a personal nature.
The Company sets up relations with suppliers, consultants, collaborators and business partners exclusively on the basis of criteria of trust, quality, competitiveness, professionalism and compliance with the rules.
In particular, Sowre only establishes relationships with individuals who enjoy a respectable reputation, who are engaged only in lawful activities and whose corporate ethical culture is comparable to that of the Company. To this end, the company representatives involved in the management of relationships with suppliers, consultants, collaborators and business partners must check in advance the information available on the subjects themselves; ensure the transparency of agreements and avoid the signing of secret pacts or agreements contrary to the law.
In particular, with regard to the selection of suppliers of goods and services, consultants and collaborators, the Company ensures that this activity is inspired exclusively by objective parameters of quality, convenience, price, capacity and efficiency such as to allow the setting up of a fiduciary relationship. and based on full respect for the counterpart and the protection of Sowre's image.
The Company undertakes to contractually commit its suppliers, consultants, collaborators to comply with the law, as well as to become aware of and adhere to the principles established by this Code of Ethics and Disciplinary. the Company will not enter into forms of collaboration with anyone who does not accept these conditions.
The Company also contractually reserves the right to adopt any suitable measure (including the termination of the contract) in the event that the counterparty, in carrying out activities in the name and / or on behalf of the Company, violates the law or this Code. .
At the same time, the Company requires its collaborators and consultants to adopt the same rules of conduct both towards Sowre and towards third parties with whom collaborators and consultants will have to interact during the period of collaboration with Sowre.

7. MANAGEMENT OF RELATIONS WITH COMPETITORS
Relations with competitors must always be oriented towards principles of correctness, loyalty and mutual respect.
The Company respects the principles and laws set up to protect competition in the markets in which it operates and refrains from any conduct that could have a distorting effect on competition.
If you come into contact with competing companies or with third parties contractually linked to competing companies, it is necessary to avoid providing or requesting confidential information, such as, but not limited to, terms and conditions of sale of programs, development or marketing plans. , surveys and market studies, production plans and budgets and in general any other confidential information In the event that it is necessary to deal with confidential or economically assessable topics, care will be taken to have the other party sign in advance a specific confidentiality commitment drawn up according to the standards business.
It is expressly forbidden to promise or offer money or other benefits to subjects belonging to competing companies or third parties contractually linked to competing companies to obtain the aforementioned information or other types of undue benefits for the Company.
Similarly, in the event that third party or competing companies contacted for any reason, the interested parties must refrain from reporting confidential information or news or data in any capacity, in compliance with the obligation of secrecy and loyalty typical of employment relationships. .

8. CONFLICTS OF INTEREST
Conflicts of interest may arise in the event that a director, employee or collaborator of the Company engages in activities or has personal interests in conflict with those of the company. By way of example only, the following are considered contrary to the relevant principles:
• participation (including indirect), assistance or collaboration in any capacity with a company that creates and / or manufactures and / or markets products or services in competition with products and / or services offered by the Company;
• involvement in activities that are in contrast with the interests of the Company, such as for example the direct marketing of products and / or services in competition with products and / or services offered by the Company; • being a supplier to the Company, or representing a supplier, or working for one of these or in any case having direct or indirect shareholdings at the same time.

In any case, since the above mentioned cases are not exhaustive, it is mandatory:
• the Director to inform the Board of Directors of activities or facts potentially capable of causing a conflict of interest with Sowre;
• the employee / collaborator to inform their manager of activities or facts potentially capable of causing a conflict of interest with Sowre.

9. SECURITY AND PROTECTION OF INFORMATION
The Company requires compliance with the regulations on the protection of privacy the information obtained from the recipients in relation to their employment and collaboration relationship with Sowre must be considered the property of the Company.
Information owned by the Company means:
• personal data of recipients and third parties. Any information relating to a natural or legal person, entity or association, identified or identifiable, even indirectly, by reference to any other information, including a personal identification number, is considered "personal data"; • confidential information. Any information relating to the Company of a confidential nature is considered "confidential information" which, if disclosed in an unauthorized or involuntary manner, could cause damage to it. By way of example, knowledge of a project, a proposal, an initiative, a negotiation, an understanding, a commitment, an agreement, a fact or an act, even if future or uncertain, concerning the sphere of activity of the Company, which is not in the public domain.
The Company guarantees, in compliance with the provisions of the law, the confidentiality of the information in its possession. It is absolutely forbidden to use confidential data for purposes other than those for which they were communicated, except in the case of express authorization and in any case always in the most rigorous observance of current legislation on privacy and internal company rules.
Each Recipient is required to protect the security of company information by ensuring its use exclusively for purposes related to the performance of the work activity in compliance with internal procedures and regulations.
In compliance with current legislation, all information, knowledge and data acquired or processed by the Recipients cannot be used, communicated or disclosed without express authorization.
Each Recipient undertakes to keep such data and information in order to prevent unrelated third parties from becoming aware of them and to avoid any improper or unauthorized use. The confidentiality obligations are understood to be valid even after the termination of the relationship with the company that owns the data, in compliance with current legislation and / or the contractual commitments previously undertaken.
As regards the processing of data subject to protection by the current legislation on privacy, Sowre refers to the Privacy Policy.

10. IMPLEMENTATION OF ETHICAL RULES AND COMPLIANCE
This Code of Ethics & Disciplinary is distributed to interested parties by the C.E.O.
Compliance with the contents of the Code of Ethics & Disciplinary is an integral part of the general rules governing contractual and employment relationships and similar in Sowre.
The violation of the ethical behavioral rules by the interested parties may determine:
• the application of the sanctions and disciplinary measures provided for by the laws and the various collective labor agreements applicable in the individual case;
• termination of the employment relationship or contract;
• the activation of civil procedures for compensation for damage and / or other judicial procedures that may be experienced for the best protection of corporate rights and interests.