Code of Ethics

The code of ethics of Exein Spa (hereinafter the “Code of Ethics”) identifies the principles and values that constitute the essential prerequisite for every business activity and for every goal that the company intends to achieve.

The observance of this Code of Ethics by the directors, management and employees is therefore of fundamental importance for the efficiency, reliability and reputation of Exein Spa (hereinafter “Exein”); factors that constitute a decisive asset for the success of the company.

Exein undertakes to promote knowledge of the Code of Ethics by all those who participate in the pursuit of the corporate purpose and other stakeholders, undertaking to take into consideration the suggestions and observations that may arise from these with the aim of confirming o supplement the Code.

The rules and principles contained in this document presuppose compliance with every rule of law and the adoption of ethically correct and fair conduct by all company representatives and all those who in any capacity work for the company, even just occasionally.

This, also in consideration of the principles contained in the Legislative Decree no. 231, which introduced in our legal system an unprecedented form of liability for legal persons, similar to criminal liability, if crimes are committed in the interest or to the advantage of the company.

This decree provides, among other things, a particularly rigorous system of sanctions, also ruling that the code of ethics, placed within an effective organization, management and control model, can assume a protective force for the benefit of the company itself.

Therefore, the Exein board of directors considered it appropriate to prepare its own organization, management and control model by auditing the internal organizational processes and identifying a supervisory body, with control and monitoring tasks.

Ultimately, this Code of Ethics is proposed as a reference model for all those who work for Exein, who must adapt their behavior to the principles of loyalty, transparency and good faith, shared by the company.

To this end, Exein will ensure that all its employees and collaborators are informed about the current legislation, this Code of Ethics and the behaviors to be adopted as a result.

Exein will not initiate or continue any relationship with anyone who does not intend to comply with the principles and rules of conduct indicated here.

The Board of Directors of Exein Spa, with a specific resolution, established the Supervisory Body (hereinafter, for the sake of brevity, the “Body”) in order to carry out adequate checks on compliance with the Code of Ethics, providing adequate tools and information, prevention and control procedures and ensuring the transparency of the operations and behaviors put in place, intervening, if necessary, with corrective actions.

The Body is a single-person body, placed in a top-down position, which reports to the Board of Directors the results of the activity, any critical issues that have emerged and any corrective and improvement measures.

I. Mission and ethical vision.

Exein's mission consists in the development of technologies equipped with artificial intelligence for the protection of classified data and information.

Exein therefore intends to contribute significantly and decisively to the safety of the community and the strategy and operational management of the company is oriented towards the achievement of the aforementioned objective.

Compliance with the provisions of the law, regulations and statute, ethical integrity and fairness, constitute the approach to the relative functions of each member of Exein and must characterize the conduct of the entire organization, whose conduct must be inspired by principles of honesty, impartiality, reliability, correctness and good faith.

The culture of Exein is based and develops on ethics and in particular on the values shared by its founders: first of all that of excellence: Exein intends to improve the safety of the community by making use of the best resources in the sector.

Exein recognizes, shares and acknowledges the fundamental freedoms contained in the Constitution of the Italian Republic, which this Code of Ethics is inspired by; for this reason, Exein will not enter into any business relationship with states, governments or communities where the aforementioned fundamental freedoms are not recognized and guaranteed.

In no way can the interest or advantage of Exein justify the assumption of conduct in violation of the principles contained in this Code of Ethics.

II. General principles and rules of conduct

Impartiality

In decisions affecting relations with its stakeholders, Exein does not make any discrimination based on race, nationality, religious orientation, political belief, state of health or sexual orientation.

Exein selects its staff, collaborators and its consultants based solely on merit and professional competence.

Each member of Exein is therefore free to express himself or his opinions within the insurmountable limit of the freedom of others, of mutual respect, also bearing in mind the working context to which he belongs.

In relations with suppliers, the purchasing processes are aimed at obtaining the best economic advantage for the company and take into due consideration the technical capabilities and skills of its contractors, globally assessing their reliability, with reference to the specificity of the services to be rendered. .

In choosing its suppliers of goods and services, Exein operates in full compliance with current legislation and any agreed contractual provisions.

No member of Exein, whether in a senior position or not, will be able to accept money, gifts or other benefits from suppliers. In the event that the aforementioned goods are delivered to the interested party, the latter must notify their contact person and immediately have the same prevented by the sender.

Loyalty and correctness

In the conduct of any activity, situations must always be avoided where the subjects involved in the transactions are, or may even appear to be, in conflict of interest.

By this we mean both the case in which a collaborator pursues an interest other than the mission of the company and the balancing of the interests of the stakeholders or takes advantage “personally” of the company's business opportunities, and the case in which the customer representatives or suppliers, or public institutions, act in conflict with the fiduciary duties linked to their position.

By way of example, but not limited to, the following constitute a conflict of interest:

• the obvious or hidden interest of the employee or collaborator of Exein in the activities of suppliers, customers or competitors;
• obvious or hidden interest of the employee or collaborator of Exein in the activities of suppliers, customers or competitors;
• the exploitation of one's own functional position for the realization of interests contrasting with those of the company;
• the use of information acquired in carrying out work activities for one's own benefit or that of third parties and, in any case, in contrast with the interests of the company;
• carrying out activities of any kind (work performance, intellectual services) with customers, suppliers, competitors or third parties in contrast with the interests of the company.

Transparency and confidentiality

Exein promotes initiatives aimed at guaranteeing a continuous dialogue with its stakeholders. These relationships are characterized by maximum transparency, respect for the principles of accuracy of the information provided and timeliness.

Exein employees and collaborators are required to provide complete, transparent, understandable and accurate information, so that, in setting up relations with the company, the stakeholders are able to make autonomous and aware decisions of the interests involved, alternatives and relevant consequences.

Each operation must be suitably documented in order to allow auditing of the decision-making process.

Under no circumstances is it permitted to disclose news, communications or comments that may prejudice the interests of the company and its shareholders.

Each communication activity of the members of Exein respects the laws, rules, practices of professional conduct, and is carried out with clarity, transparency and timeliness, safeguarding, among others, price sensitive information and industrial secrets, fundamental for the pursuit of the corporate purpose of Exein.

Exein ensures the confidentiality of the information in its possession and refrains from seeking confidential data, except in the case of express and informed authorization and, in any case, always in compliance with the legal regulations in force.

To this end, specific policies and procedures for the protection of information are applied and constantly updated.

Exein employees and collaborators are required not to use confidential information for purposes not connected with the exercise of their corporate function.

Centrality of the person and protection of safety in the workplace

Exein protects the physical and moral integrity of its employees and collaborators, ensuring working conditions that respect individual dignity and safe and healthy work environments, also verifying that its partners and suppliers ensure the same working conditions for their employees.

The evaluation of the personnel to be hired is carried out on the basis of the correspondence of the candidates' profiles with those expected and with the company needs, in compliance with equal opportunities for all interested parties.

The information requested from the candidates is strictly connected to the verification of the aspects foreseen by the professional and psycho-aptitude profile, respecting the private sphere and the opinions of the candidates themselves.

On the occasion of the establishment of the employment relationship, each employee and collaborator of Exein receives accurate information relating to:

• the characteristics of the function and duties that he will be called upon to perform;
• the regulatory and remuneration elements regulated by the national collective bargaining agreement;
• the possible health risks associated with the work activity.

This information is presented to the employee and the collaborator so that the latter sign the employment contract with full awareness and will.

In the context of personnel management and development processes, as well as in the selection phase, the decisions made are based on the correspondence between expected profiles and profiles possessed by employees (for example in the case of promotion or transfer) and / or on merit (for example for the assignment of incentives based on the results achieved).

Access to roles and positions is also established in consideration of skills and abilities.

Compatibly with the general efficiency of the work, the flexibility in the organization of the same which facilitate the management of the state of maternity and in general of the care of the children are also favored.

The evaluation of employees and collaborators is carried out in an extensive manner involving the managers, the personnel department and, as far as possible, the subjects who have entered into a relationship with the candidate.

Exein undertakes to spread and consolidate a culture of safety in the workplace, developing awareness of risks, promoting responsible behavior on the part of all employees, collaborators and external companies that the company may use.

Exein adapts to current legislation on workplace safety, also carrying out preventive actions in order to efficiently and effectively protect the health and safety of workers, as well as the interest of other stakeholders.

To this end, Exein carries out interventions of a technical and organizational nature, through the introduction of an integrated risk and safety management system, the continuous analysis of the risk and criticality of the processes and resources to be protected, the adoption of the best technologies, the control and updating of working methods, the contribution of training and communication interventions.

Environmental protection

Exein is committed to protecting the health of its staff, natural resources and the environment by promoting the integration of best environmental practices in all corporate decisions.

Each activity is aimed at containing and limiting the environmental impact: particular attention is paid to the adoption of technologies that allow energy and water savings and waste recycling strategies.

Each member of Exein must actively contribute to limiting waste and pollutants, conserving resources and recycling materials.

In Exein waste must be separated in accordance with the recycling procedures indicated in the company. Everyone must limit the idiric and energy consumption. Each member of Exein must promote environmental awareness, making colleagues aware of environmental sustainability issues.

Criteria of conduct in relations with the public administration

The assumption of commitments towards the public administration and institutions is reserved exclusively to the responsible and authorized company bodies or to external collaborators expressly delegated to do so.

Exein requires compliance and the most rigorous observance of the applicable laws and regulations in order not to compromise in any way its integrity and reputation.

Precisely in order to allow the carrying out, at any time, of checks on transactions with the public administration and institutions by the corporate bodies in charge, it is necessary that each member of Exein carefully keeps every document, on any medium, including also emails, both regarding the pre-contractual phase and the subsequent one. This is also necessary where the potential contract does not close.

This approach must also be adopted if the company participates in tenders.

It is forbidden to offer or accept any object, service, performance or utility to obtain a facilitated treatment in the relationship entertained with the public administration and institutions.

In particular, it is not allowed to offer money, gifts or other benefits to public officials and persons in charge of public service or to managers, officials or employees in general of the public administration or institutions or their relatives, both Italian and of other nationalities, unless traits of gifts or utilities of limited economic value.

In those countries where it is customary to offer gifts to customers or others, it is possible to do so when these gifts are of an appropriate nature and of moderate value, provided that this can never be interpreted as a search for favors.

In other words, acts of commercial courtesy, such as gifts or forms of hospitality, or any other form of benefit (including in the form of donations), are permitted only if of modest value and such as not to compromise the integrity and reputation of Exein and cannot be interpreted, by a third and impartial observer, as acts intended to obtain advantages and favors in an improper way.

In any case, these acts must always be authorized and adequately documented.

When any business negotiation, request or relationship with the public administration or with the institutions is in progress, the personnel in charge of the negotiation on behalf of Exein must not seek to improperly influence the decisions of the counterpart, including those of the officials dealing with or make decisions on behalf of the public administration or institutions.

Any employee, who directly or indirectly receives proposals for benefits from public officials, persons in charge of public services or employees in general of the public administration or other public institutions, must immediately notify the Supervisory Body, if an employee, or their company contact person. , if a third party.

In the specific case of public evidence, it will be necessary to operate in compliance with the law and correct commercial practice.

These rules also apply to the subjects that Exein should use in order to be represented in relations with the public administration or with institutions.

In no case will Exein be represented, in relations with the public administration or institutions, by a consultant or a third party, in relation to which conflicts of interest may arise.

During a business negotiation, request or commercial relationship with the public administration or with the institutions, it is not allowed, in any case:

• to examine or propose employment or commercial opportunities that could benefit employees of the public administration or institutions to personal title;
• offer or in any way provide gifts;
• solicit or obtain confidential information that could compromise the integrity or reputation of both parties.

Competition and antitrust

Fair competition is a fundamental prerequisite in creating business success through positive performance.

Exein fully recognizes the principles of market economy and fair competition, also known as antitrust laws, and acts in accordance with the competition, antitrust and trade laws applicable in each country in which it operates.

Agreements that violate fair competition are strictly prohibited, as are business practices that may violate antitrust laws.

Exein members avoid comparing themselves with competitors on pricing issues or market strategies, by not entering into any agreement with competitors regarding prices, customers or market areas.

Competitor information must only be obtained through public channels and in a lawful manner.

Intellectual property rights

Therights on the knowledge developed in the workplace of Exein belong to the latter, which has the right to use it as such, in accordance with applicable laws.

Each member of Exein is required to actively contribute, within the scope of their functions and responsibilities, to the safeguarding and management of intellectual property in order to allow its development, protection and growth.

Furthermore, in doing so, each member of Exein must refrain from using the intellectual property of Exein or from allowing others to use it for personal purposes, paying attention to prevent behavior that could be prejudicial to the intellectual property or trade secrets of Exein, protecting the company's rights against any violations.

All employees must refrain from developing independently and autonomously, or on behalf of third parties, software, source codes or any other asset subject to Exein's proprietary rights.

The use of the corporate brand by parties external to the company, including Exein consultants, can only take place on the basis of a specific written license agreement.

In the case of the development of intellectual property, each employee must carefully verify that this does not represent a violation of the proprietary rights of third parties. For this purpose, the employee, in the aforementioned assessment, must necessarily involve his own company contact.

III. Disciplinary system and sanction mechanisms

Recipients of the Code of Ethics are all company representatives (directors, employees and collaborators), without any exception, and all those who, directly or indirectly, permanently or temporarily, establish relationships or relationships with Exein and work to pursue its objectives .

Every company representative is obliged to respect the Code of Ethics since Exein considers this aspect of fundamental importance to pursue an ethically responsible business model.

All employees and collaborators of Exein have the obligation to:

• know the rules;
• refrain from conduct contrary to them;
• contact the superior or the Supervisory Body in charge for clarifications or reports on violations
• promote the disclosure of the Code of Ethics to stakeholders.

Compliance with the rules of this Code of Ethics must be considered an essential part of the contractual obligations of employees pursuant to and for the purposes of article 2104 of the civil code.

Violations of the rules of the Code of Ethics may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, in compliance with the procedures provided for in Article 7 of the Workers' Statute and any applicable special legislation, with all legal consequences, including to the preservation of the employment relationship, and may entail compensation for damages deriving from the same.

Compliance with the Code must also be considered an essential part of the contractual obligations assumed by non-subordinate collaborators and by subjects having business relations with Exein.

The violation of the rules of the Code of Ethics may constitute non-fulfillment of contractual obligations, with all legal consequences, also in relation to the termination of the contract or the assignment of external collaborators and may result in compensation for damages deriving from the same.

Exein undertakes to foresee and to impose with coherence, impartiality and uniformity, sanctions proportionate to the respective violations of the Code of Ethics and in compliance with the current provisions on the regulation of employment relationships.

This also regardless of the possible establishment of a criminal trial in cases where the conduct constitutes a crime, in compliance with the principles of timeliness and immediacy of the disciplinary sanction.

Furthermore, Exein undertakes to deepen and update the ethical code of conduct in order to adapt it to the evolution of civil sensitivity and the relevant legislation for the code itself.

The management of Exein is required to observe the Code of Ethics in proposing and implementing the projects, actions and investments of the company and the members of the board of directors, in setting the business objectives, must be inspired by its principles.

Those who occupy positions of responsibility in Exein (the so-called top managers) are, in fact, required to be an example for their employees and collaborators, to direct them to comply with the Code of Ethics and to encourage compliance with the rules.

They must also report to the Supervisory Body any useful information about any deficiencies in controls, suspicious behavior, etc., and modify the control systems of their function on the recommendation of the Supervisory Body itself.

Exein establishes adequate communication channels through which interested parties can send their reports regarding the application or violations of this code of ethics.

Alternatively, all interested parties can report in writing any violation or suspected violation of the Code of Ethics to the Supervisory Body in charge, which:

• analyzes the report, hearing the presumed person responsible for the violation and guaranteeing at the same the possibility to expose one's own defenses;
• ensures the confidentiality of the reporting party's identity, without prejudice to legal obligations;
• in the event of ascertained violation of the code of ethics, report the report and any suggestions deemed necessary to the top management or to the functions concerned, according to the seriousness of the violations.

The bodies in charge define the measures to be adopted according to the legislation in force and according to the disciplinary system adopted by the company, ensure their implementation and report the outcome to the Supervisory Body.

It is the duty of the Supervisory Body to report the violations committed to the corporate subjects appointed to impose sanctions, also proposing the adoption of adequate disciplinary measures.

Any request for clarification and any report must be addressed to: odv@exein.io