Ethical Code

DOCUMENT APPROVED BY THE BOARD OF DIRECTORS
Document approved by the Board of Directors with a resolution on 27.11.2023

1. INTRODUCTION

This Ethical Code (hereinafter, the “Ethical Code”), approved by the Board of Directors of HIVE S.r.l. (hereinafter also “HIVE” or the “Company”), establishes the ethical principles and conduct criteria to which the Company aligns its business activities and which must inspire the behavior of all those collaborating with the Company, both internally and externally, and who participate, in any capacity, in the pursuit of the corporate purpose.
The compliance with the content of the Ethical Code by all those who operate for the Company is of fundamental importance for the proper functioning, reliability, reputation, and continuity of the Company itself.
The Ethical Code is an integral part of the Organizational, Management, and Control Model (hereinafter, the “Model”) adopted by the Company pursuant to Legislative Decree No. 231 of June 8, 2001, concerning the “Discipline of the administrative liability of legal entities, companies, and associations, including those without legal personality, pursuant to Article 11 of Law No. 300 of September 29, 2000” (hereinafter, the “Decree”), which introduced into the Italian legal system the administrative responsibility of entities.

Regarding the Italian legal system, the Ethical Code introduces and makes binding for the Company the principles and rules relevant for the reasonable prevention of the crimes listed in the Decree.
By their nature, the provisions of the Ethical Code cannot cover every behavior or situation but establish principles and set general conduct criteria whose observance and implementation are entrusted to the sense of responsibility and interpretative capacity of the Recipients (as defined below), without prejudice to the disciplinary verification of behaviors in applicable cases.

2. RECIPIENTS OF THE ETHICAL CODE

This Ethical Code is binding for the members of the corporate bodies, employees, collaborators, agents, suppliers, and more generally all those who operate with the Company (hereinafter, the “Recipients”).
Each Recipient, within the responsibilities related to their role, must provide the highest level of professionalism available and carry out the assigned activities with commitment. Under no circumstances can the pursuit of the Company’s interest justify improper behavior. Therefore, Recipients cannot, in any case, consider themselves authorized to act in violation of the ethical principles and conduct criteria set out in this Ethical Code in order to obtain an advantage or favor the interests of the Company.
It is the Company’s commitment to adopt and promote useful, appropriate, and effective measures to ensure that all Recipients are placed in a position to know and observe it.

3. ETHICAL PRINCIPLES

The Company considers the observance of the following ethical principles essential. The Recipients of this Ethical Code must, therefore, adhere to these principles in the exercise of activities carried out in the interest or for the benefit of the Company.

3.1 Principle of Legality

The Company respects all laws and, in general, all applicable local, national, or international regulations in Italy and any other country in which it operates, provided they do not conflict with the fundamental principles of the Italian Constitution. To ensure compliance with this principle, the Company has adopted the Model.
Respect for the law must also be understood as maximum cooperation with the Public Administration, the Judiciary, and the Supervisory Authorities in the case of investigations or requests for information of any kind.
Therefore, Recipients, in performing their duties, must respect and enforce compliance with applicable laws and regulations, guiding their actions and behavior by the principles, goals, and commitments referred to in the Ethical Code, which they are required to know, respect, and implement.

3.2 Value of the Person

Respect for the inviolable rights of individuals is a fundamental principle. For this reason, the Company promotes and defends such rights in every circumstance and repudiates any form of discrimination based on gender, ethnicity, language, religious and political beliefs, and social and personal conditions.
Recipients, when disseminating information and news to the public, must act in respect of human rights, ensuring the necessary dignity of individuals and the protection of minors.
The Company encourages and promotes gender equality.

3.3 Honesty and Integrity

In performing their respective duties, Recipients must act with transparency and honesty, assuming the responsibilities of their role and the activity they carry out.
Each Recipient follows the institutional mission and values of the Company in their work and is honest and transparent in strategies, goals, and operations. Each Recipient adheres to applicable legal directives, avoids conflicts of interest, and takes into account broader ethical implications in their work to avoid unintended negative consequences.

3.4 Fight Against Corruption

The Company rejects corruption as a tool for managing its affairs. It is therefore not tolerable or acceptable under any circumstance to bribe or even attempt to bribe public office holders, public officials, or persons entrusted with public service, as well as private individuals. In particular, no one may offer, promise, or give money or other benefits to obtain undue services in favor of the Company or themselves. No one may request money or other benefits to perform undue services.

3.5 Protection of Intellectual and Industrial Property

The Company is particularly aware of the importance of intellectual and industrial property and, for this reason, respects and protects the content of any form of intellectual or industrial property, whether its own or that of others, including copyrights, patents, trademarks, trade secrets, or any other intangible asset.

3.6 Protection of Confidentiality and Personal Data

The Company is committed to ensuring the confidentiality of information in its possession and protecting the personal data of its employees, collaborators, and third parties processed in the course of its activities, except for communications required by law. The Company refrains from seeking and acquiring confidential data through illegal means.
Recipients are required to scrupulously observe applicable laws, regulations regarding personal data protection, and refrain from using confidential data or information for purposes unrelated to the business activities of the Company.
Each Recipient must comply with the procedures adopted by the Company in matters of cybersecurity and must use company resources, such as personal computers and mobile phones, in accordance with these procedures, avoiding any behavior that could compromise the functionality and protection of the company’s IT system.

3.7 Management and Use of Information Systems

The use of computer tools in the performance of work duties is subject to the conditions of license agreements and applicable legal standards. Each user of computer tools is responsible for the security of the programs and the proper use of all data acquired in the performance of their functions.
It is prohibited to use unauthorized software or databases.

3.8 Fair Competition

The Company recognizes that fair and honest competition is a fundamental element for the development of business activities. For this reason, the Company respects the applicable antitrust regulations and the rules of fair competition and under no circumstances engages in actions or behaviors that are contrary to free and fair competition.

3.9 Management of Financial Resources and Accounting Transparency

In all communications with external parties, information regarding the Company and its activities must be truthful, clear, and verifiable.
The Company adopts the principle of maximum transparency in commercial transactions and, for this purpose, provides the most appropriate tools to counteract money laundering, self-money laundering, and receipt of stolen goods.
The Company ensures that financial resources are managed in accordance with a system of delegations or specific authorizations for certain operations.
Accounting transparency is based on the existence, accuracy, and completeness of the basic information for related accounting records. Each Recipient commits to ensuring that every action related to management is recorded and promptly and accurately represented in the accounts.
Adequate documentation must support any operation to allow: (i) the registration of the operation in the accounting records; (ii) the identification of the various levels of responsibility; (iii) an accurate reconstruction of the operation. Each record must reflect exactly what is supported by the aforementioned documentation.
Each Recipient is obliged to report to their respective supervisor any omissions, falsifications, or negligence in the accounting or documentation upon which the accounting records are based. This report must also be forwarded to the Supervisory Body.

3.10 Conflict of Interest

The Company recognizes and respects the right of its shareholders and collaborators to participate in investments, business ventures, or other activities outside those carried out in the interest of the Company, provided that they are lawful and compatible with the obligations assumed towards the Company and are previously authorized.
In any case, shareholders, employees, and collaborators of the Company are required to avoid situations of conflict of interest, even potential, understood as those situations where the pursuit of personal interests, or those of a family member or third party, conflicts with the interests of the Company, and they have a precise obligation to report any conflict of interest in writing to the competent bodies, in accordance with the provisions of the Model regarding reporting.

3.11 Environmental Protection

The Company contributes constructively to ecological sustainability in all its activities, considering the rights of future generations.
The Company’s strategy and operational management are based on sustainable development principles, with continuous attention to ensuring that activities are carried out in respect of the environment and public health, in accordance with national and international directives on the matter.
Recipients, in performing their duties, are committed to respecting current regulations concerning environmental protection.

3.12 Health and Safety Protection in the Workplace

Health and safety in the workplace have always been among the Company’s main commitments, which makes every effort to prevent harm to the health and personal integrity of its employees and collaborators while performing their work activities.

The Company applies meticulously and expects all parties it engages with to respect the provisions of Legislative Decree April 9, 2008, No. 81 (concerning the implementation of Article 1 of Law August 3, 2007, No. 123, regarding the protection of health and safety in the workplace), and all regulations concerning workplace safety. In the selection of its suppliers and commercial partners, the Company always prefers those who demonstrate attention to the respect of health and safety standards.

4. CONDUCT CRITERIA IN INTERNAL AND EXTERNAL RELATIONS

The rules of conduct contained in this section aim to indicate the behaviors to be observed in carrying out the various business activities in compliance with the general principles upon which this Ethical Code is based. These rules are divided according to the parties with whom the Company interacts in the conduct of its activities.

4.1 Relations with customers
The Company considers as its Customer anyone who purchases and/or uses its products and/or services.
The behavior towards customers is based on transparency, impartiality, autonomy, independence, availability, respect, and courtesy, with a view to a collaborative relationship of high professionalism.

4.2 Relations with suppliers
Purchasing processes are based on granting equal opportunities to every supplier, free from conflicts of interest, loyalty, and impartiality, as well as a permanent opposition to any form of organized crime, in addition to seeking the maximum competitive advantage.
The selection of suppliers and the determination of purchasing conditions are based on an objective evaluation of quality, price, and the ability to provide and ensure services of an adequate level.
In order to ensure the maximum transparency and efficiency of the supplier selection process, the Company guarantees adequate traceability and reconstructability of the decisions made and the preservation of information and documentation for the periods established by applicable regulations.

4.3 Relations with employees and collaborators
The Company recognizes the centrality of human resources and the importance of establishing and maintaining relationships with them based on loyalty and mutual trust.
The management of employment and collaboration relations is inspired by the respect for workers’ rights, the principle of equal opportunities, and the full enhancement of their contribution in order to favor their development and professional growth.
The Company is committed to respecting and ensuring that employees, collaborators in any capacity, contractors, and their employees and collaborators comply with regulations regarding the protection of health and safety in the workplace, consolidating and spreading a safety culture, developing awareness of risks, and promoting responsible behavior.
All employees and collaborators of the Company are required to act loyally to respect the obligations assumed with the employment contract and those provided in this Ethical Code, ensuring the performance of duties and the respect of commitments made towards the Company. It is forbidden to perform services, even on an occasional basis, under the influence of alcoholic substances, drugs, or substances of similar effect.
Additionally, all employees and collaborators of the Company are required to comply with the rules of the Ethical Code and the Model in relation to statements made to the Judiciary, in order to ensure the proper conduct of legal proceedings and prevent any conduct aimed at avoiding statements or making false statements in any eventual trial.

4.4 Relations with the community
The Company is aware of the effects of its activities on the economic and social development and the general well-being of the community, and takes care to balance its interests in its operations.
The Company does not provide contributions, advantages, or other benefits to political parties and candidates, labor unions or their representatives, non-profit organizations, foundations, committees, or other associations unless in compliance with the law and applicable regulations.
The provision of any financing or other benefits must be expressly authorized by the relevant functions and reported to the Company’s independent monitoring body, tasked with overseeing the operation and compliance of the Model, pursuant to Article 6 of the Decree (hereinafter, “Supervisory Body” or “OdV”).

4.5 Relations with Public Administration, Judicial Authorities, and Regulatory Authorities
For the purposes of this Ethical Code, Public Administration (hereinafter, “P.A.”) includes: Public Entities, public service concession holders, individuals or legal entities acting as public officials, members of the European Community body, European Union officials, or foreign State officials, the judiciary, public supervisory authorities, etc.
In the context of relations with the P.A., it is necessary to always operate in compliance with legal provisions and this Ethical Code. Specifically, by way of example but not limited to, it is not permitted to: (i) present false and/or altered documents or fail to present documents, information, or data of any kind when required, or engage in conduct aimed at deceiving the P.A.; (ii) improperly or illicitly influence the independence of judgment and decisions of P.A. representatives (e.g., soliciting, accepting, paying, or offering them, their relatives or cohabitants, directly or through third parties, money or other benefits in exchange for favors, payments, or other advantages for oneself or the Company). Commercial courtesies (e.g., gifts or other forms of presents) are allowed only if they do not exceed normal commercial and/or courteous practices and do not compromise the impartiality and independence of judgment of the P.A. representative; (iii) indulge in the inducement of a public official or public service officer who, abusing their position or powers, induces someone to give or promise money or other benefits to themselves or a third party. If any of the Addressees receives explicit or implicit requests for any type of benefit from public officials, they must promptly inform the OdV in writing and suspend all relationships with them immediately; (iv) induce, with violence, threats, offers, or promises of money or other benefits, a person called to testify before the Judicial Authority to refrain from testifying or to provide false statements.
Commitments towards the P.A. are exclusively reserved to authorized company functions, in compliance with applicable regulatory provisions, and cannot compromise the integrity or reputation of the Company.
Therefore, it is necessary to collect and maintain documentation regarding contacts with the P.A. The Company also guarantees the proper administration of justice, including in the context of statements made to the Judicial Authority and in the management of relations with it. In particular, the Company, in managing relations with the Judicial Authority, commits to: (i) providing guidance and principles of behavior based on honesty, fairness, and transparency that employees, collaborators, executives, and corporate bodies must adhere to when summoned by the Judicial Authority; (ii) instructing those responsible for company functions involved on the principles they must follow in carrying out control, monitoring, and verification activities.
The Company is committed to the full and meticulous observance of the rules issued by market regulatory authorities and to promptly providing the information requested by them and other regulatory bodies in the exercise of their functions.

5. IMPLEMENTATION AND MONITORING OF THE ETHICAL CODE

The Company is committed to promoting awareness of the Ethical Code among its Addressees, to receiving their contributions in updating its contents, and to preparing tools to ensure the full and effective application of the Ethical Code itself.

5.1 Communication and Dissemination of the Ethical Code
To ensure the proper communication and dissemination of the values and principles contained in the Ethical Code, it is published on the Company’s official website, in addition to being available within the company intranet network.
The Ethical Code is explicitly accepted by employees at the time of hiring.
Those who collaborate with the Company in various capacities must commit to respecting and adhering to the Ethical Code by signing such an agreement in their respective contracts.

5.2 Violations of the Ethical Code
Compliance with the Ethical Code should arise from the shared understanding of the fundamental values stated within it, particularly regarding the adherence to all legal standards by each Addressee in the performance of their work activities: thus, applying it is a duty for all.
The Company takes violations of this Ethical Code seriously and believes that the formation and consolidation of a corporate ethic sensitive to the ethical principles mentioned herein first requires that they are respected by those who make corporate decisions, so that they set an example and motivation for all those who, at any level, work for the Company. Therefore, top management has the duty to ensure the application and respect of the provisions of the Ethical Code.
Violating the principles of this Ethical Code constitutes a punishable disciplinary act, as well as a failure to fulfill contractual obligations.
In particular, the violator faces, in addition to any responsibilities and penalties arising from the law, the following penalties, which vary depending on the party that commits the violation: (i) if the violator is a member of the Company’s administrative body, the Company’s Board of Directors, excluding the involved member, will assess the potential removal from office for just cause; (ii) if the violator is an employee, the employee will be subject to any disciplinary penalties provided by applicable laws and contractual norms, including collective agreements, considering that compliance with the obligations of this Ethical Code is part of the duties inherent in the employment relationship; (iii) if the violator is a party bound to the Company by a relationship other than the ones mentioned above, the Company has the right to terminate the relationship or otherwise withdraw without being obligated to pay compensation or indemnities, even without prior notice, by decision of the authorized party. The circumstances of the case and any repetition of the violation will be taken into account when determining the penalty.

5.3 Monitoring of the Ethical Code
The internal control bodies are responsible for monitoring compliance with this Ethical Code, as well as the Supervisory Body, limited to those instances directly related to the presuppositions of offenses contemplated in the Decree and Model adopted by the Company.
All Addressees are required to cooperate in verifying compliance with the Ethical Code and to report any violations, even attempted ones, verbally or in writing directly to the OdV.
The OdV ensures adequate protection for whistleblowers against any form of retaliation, discrimination, or penalization, ensuring the confidentiality of the whistleblower’s identity, subject to legal obligations and the protection of the Company or individuals wrongly and/or maliciously accused.