INNOVIO CODE OF ETHICS

 

1- INTRODUCTION

This Code of Ethics (hereinafter the “Code”) of Innovio SpA (hereinafter “INN” or the “Company”), along with any updates, is approved with the support of the Board of Directors of Basisgroup SpA, as the parent company, and submitted to the competent bodies of the subsidiaries under Basisgroup’s management and coordination for adoption. The Group is also committed to promoting the values and principles of the Code within companies where it holds minority interests or participates in joint ventures.
The Code is addressed to the Company’s corporate governance and control bodies, employees, and any third parties engaged in contractual relationships—whether occasional or temporary—with the Group companies. These individuals are referred to as the “Recipients” of the Code and are expected to comply with it both in Italy and abroad, while acting on behalf of or in the interest of Innovio SpA and the Group.

INN therefore urges all “Recipients,” as defined below, to consider the Code a key point of reference to ensure that activities—regardless of function or responsibility—are carried out in accordance with the law, under fair competition, with honesty, integrity, fairness, and good faith, while respecting the legitimate interests of customers, employees, business and financial partners, and the communities in which INN operates.

Compliance with the rules set out in this Code must be considered an essential part of the contractual obligations of INN’s employees and external collaborators, pursuant to and in accordance with the applicable laws (Art. 2104 of the Italian Civil Code).

This Code formally outlines the Company’s commitments to its stakeholders—individuals, groups, or organizations with significant relationships with the Company that give rise to specific or general legitimate interests—by defining principles and behavioral rules that guide decision-making processes and orient corporate conduct.

No belief that one is acting in the interest or to the advantage of the Company can justify behaviors that contradict the principles or ethical standards laid out in this Code, nor the procedures governing business activities.

2- GENERAL PRINCIPLES, STAKEHOLDERS, AND RECIPIENTS’ DUTIES

This Code applies to the entire Company, and its “Recipients” include shareholders, directors, employees, and collaborators (regardless of their location or assignment), suppliers, and any third parties who, directly or indirectly, on a permanent or temporary basis, engage in relationships or transactions with the Company—including Basisgroup companies and personnel.

Each of the individuals mentioned is required to know, accept, and apply the provisions of the Code and the relevant regulations applicable to their function, whether established by law or internal procedures and/or policies.

All shareholders, directors, employees, collaborators, and third parties must explicitly accept their responsibilities under the Code at the start of their relationship with INN.

Recipients are therefore required to:

• Know and actively contribute to raising awareness of the Code and report any gaps or violations
• Avoid conduct that goes against its principles
• Contact Human Resources, a supervisor, or a designated contact for clarification or to report violations as described in Section 5.2
• Cooperate with the structures assigned to verify violations and inform counterparties of the Code’s existence

INN undertakes to:

• Review and update the Code and related procedures to reflect corporate changes and emerging risk areas, in line with applicable laws
• Promote broad distribution to all relevant stakeholders—individuals or legal entities—by delivering copies to employees and third parties, making an updated version available on the corporate website, and posting it on the company bulletin board
• Provide tools for understanding and interpreting the Code
• Implement preventive, monitoring, and control actions to ensure application of the Code, including corrective measures and sanctions for non-compliance
• Include contractual termination clauses for third parties who fail to adhere to the Code in the performance of their activities with INN
• Ensure no one suffers retaliation for reporting violations of the Code and/or procedures

By doing so, INN, through both its management and all employees within their respective competencies, aims to maintain and strengthen trust with stakeholders and considers their legitimate expectations in pursuing its business goals. Stakeholders include:

• Shareholders and directors
• Human resources (employees and collaborators)
• Customers
• Suppliers and business partners
• Companies of the Basisgroup
• Trade unions and industry associations
• Public administration (government agencies, regulators, supervisory authorities, etc.)

2.1 DUTIES OF LEADERSHIP

The Company’s management is required to uphold the contents of the Code when proposing and implementing projects, actions, and investments that contribute to the long-term economic value of the company and the well-being of its employees, collaborators, customers, suppliers, and the community.

It is therefore primarily the responsibility of managers to disseminate the values ​​and principles contained in the Code, promoting a working and professional culture that allows all its employees to maintain ethically correct conduct, taking on responsibilities internally and externally and strengthening trust, cohesion and team spirit.

In particular, they must:

• promote and maintain a corporate culture based on compliance with internal rules and procedures:
  • setting a good example with their behavior
  • spreading the principle among employees that moral integrity is not to be considered less important than work performance
  • promoting meetings and/or constant dialogue with employees regarding compliance with the rules;
• prevent problems relating to compliance with internal rules:
  • identifying the risks of violation of ethical principles
  • ensuring that the rules have been disseminated adequately
  • knowing and keeping up to date with current legislation;
• highlight the problems associated with the application of the rules themselves:
  • creating a climate that allows employees or collaborators to express their doubts without fear of possible retaliation
  • establishing forms of periodic control of the application of the rules;
• address the problem of any failure to comply with a rule, facilitating reporting and adopting and applying the disciplinary measures envisaged in the event of a violation.

2.2 DUTIES OF BUSINESS UNIT/FUNCTION MANAGERS

Each Business Unit (BU) or Corporate Function Manager is responsible for:

• Leading by example through their behavior, serving as a role model for employees and collaborators within their BU or corporate function;
• Guiding employees and collaborators to comply with the Code and encouraging them to raise concerns or issues related to potential breaches of ethical standards and/or internal procedures;
• Ensuring that team members understand that adherence to the Code is an essential part of work quality;
• Carefully selecting, within the scope of their responsibilities, employees and external collaborators to ensure that no assignments are given to individuals who do not fully commit to upholding the Code;
• Complying with and enforcing the procedures related to the reporting of any violations of the Code (see section 5.2);
• Preventing any form of retaliation against those who report ethical breaches and/or internal procedure violations or who cooperate in related investigations;
• Contacting the Human Resources department—or Senior Management, if the matter involves HR—for clarification, guidance, or further information regarding complex or unclear situations or provisions.

2.3 DUTIES OF EMPLOYEES

All Company employees are required to:

• Carefully read and apply the provisions contained in the Code and the related procedures in the performance of their duties;
• Refrain from behaviors that violate the rules set forth in the Code and current legislation;
• Use the reporting channels provided by the Company to report actual or suspected violations of laws or of the provisions contained in this Code (see section 5.2).

In particular, it is reiterated that:

• All actions, operations, and behaviors carried out by INN employees during work activities must be guided by the utmost transparency, integrity, and legality;
• All business activities must be conducted with commitment and professional rigor;
• Every employee must contribute professionally in accordance with their assigned responsibilities and act in a way that protects the reputation and good name of INN;
• Relationships among employees and collaborators, at all levels, must be based on fairness, collaboration, loyalty, and mutual respect;
• Every INN employee is responsible for acquiring knowledge of the laws and regulations relevant to their duties, in order to recognize potential risks and know when to seek legal support from the Company;
• No unlawful action is ever justified, even in cases where certain legal prohibitions are commonly disregarded or not considered blameworthy in practice; should such situations arise, the employee must immediately contact their manager for appropriate support;
• If an employee needs clarification on how to apply the ethical standards in this Code and/or its related procedures, they must contact their BU/Function Manager or the Human Resources department;
• Any employee who believes their manager is encouraging unethical or illegal behavior must immediately notify Human Resources or the next hierarchical level if the manager is involved.

2.4 DUTIES OF THIRD PARTIES

INN upholds full compliance with laws, regulations, and the ethical standards set forth in this Code as a fundamental principle.
This commitment extends to third parties with whom INN has entered into contractual agreements. These parties are therefore required to carefully read and apply the Code’s provisions in the course of their activities and/or in the execution of their contractual obligations.
In the event of a violation of these standards, INN reserves the right to enforce the applicable penalty system, including invoking the termination clause included in contracts with such third parties.

 

3. ETHICAL VALUES AND REFERENCE PRINCIPLES

The core values that guide INN are honesty, loyalty, fairness, transparency, efficiency, professionalism and integrity, impartiality, people-centricity, and customer partnership.
All relationships involving employees, collaborators, clients, partners, competitors, suppliers, and third parties must be rooted in these principles.

It is essential that these values do not remain abstract declarations, but are actively translated into behaviors and actions that define the company’s identity. Both as an organization and as individuals, all Recipients of this Code are expected to embody these principles in the workplace and apply them with integrity, ethics, and respect.

The ethical principles and values outlined in this Code serve as a reference point for every initiative or action taken by its Recipients.

3.1 COMPLIANCE WITH LAWS

Compliance with the law is the foundational principle of this Code.

The Company strictly adheres to all applicable local, national, and international laws and regulations in Italy and in every country where it operates.

Legality is a constant duty for everyone acting in the name and on behalf of INN, and it defines the behavior of the entire organization.

INN’s shareholders, board members, and employees, as well as all individuals working with or on behalf of the company in any capacity, are therefore required—within the scope of their responsibilities—to be aware of and comply with the laws and regulations in force in all the countries where INN operates. This includes a strong focus on and respect for the rules governing competition, both in domestic and international markets.

3.2 HONESTY AND FAIRNESS

Honesty is a core principle that underpins all of INN’s activities, initiatives, relationships, and communications, and it is an essential element of corporate management.

Relationships with stakeholders are guided by fairness, cooperation, loyalty, and mutual respect.

3.3 Financial Integrity, Transparency, and Information Accuracy

INN ensures accurate communication with its Shareholders and both internal and external supervisory bodies regarding all significant aspects of corporate management.

All financial, accounting, and management records—as well as any other communication issued by the Company to third parties—must meet the highest standards of truthfulness, completeness, and accuracy.

Each operation or transaction must be properly recorded, authorized, verifiable, legitimate, consistent, and appropriate. Every action must be adequately documented, and the decision-making, authorization, and execution process must be traceable.

Every employee or collaborator, regardless of role, is responsible for ensuring that management activities are promptly and correctly reflected in the accounts, and that documentation is logically organized and easily retrievable.

All corporate payments must be directly related and strictly limited to the services and terms outlined in the contract. Payments must be made solely to the contractual counterpart, and no form of compensation should ever be issued without appropriate authorization or for illegitimate purposes. It is strictly forbidden to use company funds for illegal or improper activities, particularly in relation to the prevention of money laundering.

Any negligence, omission, or falsification that an employee or collaborator becomes aware of must be immediately reported using the Company’s established reporting channels for violations or suspected violations (see section 5.2).

In the execution of professional duties—especially regarding relationships with clients, their oversight bodies, or any legitimate recipients of reports generated through professional engagements—INN ensures strict compliance with applicable laws, regulations, and standards. Furthermore, the company is committed to upholding the highest ethical standards and the deontological principles of the profession.

3.4 PERSONAL DATA AND INFORMATION SECURITY

All information available to INN—whether related to the Company, its employees, or third parties—is handled with full respect for confidentiality and for the protection of any personal data concerning the individuals involved.

Such information may include, by way of example but not limited to, financial, technical, or industrial data, as well as personal data regarding employees, collaborators, clients, suppliers, or third parties.

As Data Controller, INN is committed to ensuring that the processing of personal data respects the fundamental rights and freedoms of data subjects, in accordance with applicable regulations (e.g., GDPR 2016/679).

The lawful and fair processing of personal data and information is guaranteed through the continuous improvement of technical and organizational security measures for all databases in which data is collected, processed, and stored—ensuring protection against destruction, loss, unauthorized disclosure, or access.

All Recipients of this Code are therefore required to:

• Only collect and process data that is necessary and appropriate for their professional duties, obtaining consent for each specific processing purpose when required;
• Acquire and handle data through appropriate procedures, and store it only for as long as necessary, ensuring access is restricted to authorized individuals only.

Furthermore, INN prohibits executives, employees, consultants, and third parties acting in its name from:

• Spreading false information;
• Disclosing, without proper authorization, any non-public information belonging to INN, unless access is required for the performance of work-related duties;
• Accessing, duplicating, reproducing, or using proprietary information, directly or indirectly, unless required for business purposes on behalf of INN;
• Omitting information that is legally required to be disclosed regarding the Company’s financial, economic, or asset position;
• Concealing data or information in a manner that may mislead its recipients;
• Hindering or obstructing the lawful activities of control carried out by shareholders, governing bodies, or regulatory authorities.

Regarding the use and protection of client information, professional ethics require INN’s shareholders, directors, employees, and collaborators to safeguard such confidentiality both during and after the completion of their assignments, except where disclosure is required by law.

Any unlawful processing or suspected violation of confidentiality that comes to the attention of any Recipient must be reported promptly, as outlined in section 5.2.

3.5 INTELLECTUAL PROPERTY PROTECTION

INN respects and protects intellectual property—whether owned or licensed—including copyrights, patents, trademarks, trade secrets, and other intangible assets.

3.6 CONFLICTS OF INTEREST

In alignment with its core values of honesty and transparency, INN is committed to implementing all necessary measures to prevent and avoid conflicts of interest arising from the improper use of the Company’s resources or name on national and international markets.

The following, provided by way of example and not as an exhaustive list, are situations that may be considered conflicts of interest:

• Economic or financial interests of an employee and/or their family that compete or conflict with those of the Company;
• Employees or collaborators engaging in work activities for Clients, Suppliers, or competitors of the Company;
• Acceptance by anyone acting on behalf of INN of money, favors, or benefits from individuals or companies that have or seek a business relationship with the Company;
• Sale or promotion of goods or services, either personal or on behalf of third parties, that compete with the Company’s offerings;
• Favoring suppliers who are relatives or personal acquaintances of an employee, despite their not meeting the Company’s vendor evaluation and selection criteria;
• Use of client lists, contacts, or confidential information by anyone acting on behalf of INN for purposes unrelated to the Company’s mission (e.g., private consulting).

The above applies whether a Recipient pursues an interest contrary to the Company’s mission or personally benefits from a business opportunity intended for the Company. It also applies when client, supplier, or public institution representatives act against the fiduciary duties of their role.

To prevent the emergence of conflicts of interest:

• Every operation or activity must be undertaken solely in the interest of the Company, and conducted lawfully, transparently, and fairly;
• Anyone acting on behalf of INN must avoid situations or activities that could give rise to a conflict of interest with the Company or impair their ability to make impartial decisions in INN’s interest and in full compliance with this Code;
• All employees must avoid conflicts of interest between their personal or family economic interests and their professional responsibilities within the Company.

Any actual or perceived conflict of interest that violates this Code must be promptly reported as outlined in section 5.2.

3.7 Protection of Fair Competition

INN is committed to safeguarding the value of fair and honest competition, refraining from behaviors aimed at securing business deals for its own advantage in violation of applicable laws or regulations. INN recognizes that fair and honest competition is a fundamental element of its reputation, essential for the growth of the company and the market in which it operates.

To this end, INN prohibits any form of industrial espionage against competitors and deems unacceptable any conduct intended to mislead any market participant, with particular reference to statements and assessments concerning services offered directly or provided by third parties.

3.8 Equality, Respect for the Individual, and Equal Opportunities

At INN, people are regarded as a central and essential element for the Company’s existence. As such, INN is committed to respecting the physical and cultural integrity of each individual and the importance of interpersonal relationships. Specifically, INN safeguards and promotes the value of human resources with the aim of enhancing and growing the expertise and competitiveness of its employees. Each employee’s growth opportunities are based solely on merit demonstrated in the performance of their duties.
INN is committed to applying current labor laws and collective agreements wherever it operates, ensuring freedom of association, the right to collective bargaining, a ban on forced, coerced, or child labor, and compliance with laws aimed at eliminating all forms of unlawful discrimination in employment.

INN strives to prevent any form of discrimination, ensuring fair treatment for all employees in recruitment, hiring, training, compensation, and career advancement.

Accordingly, INN promotes and upholds respect for inalienable human rights and rejects any discrimination based on age, gender, sexuality, health status, ethnicity, nationality, language, political opinion, union membership, religious beliefs, or social and personal conditions.

The Company is committed to providing equal opportunities for all employees and collaborators without discrimination in any aspect of the employment relationship, including gender.

INN endorses the principles of the Universal Declaration of Human Rights, the UN Convention on the Rights of the Child, and those established by the International Labour Organization (ILO).

INN encourages everyone to contribute to a climate of mutual respect in the workplace, with particular regard for the sensitivity of others. It does not tolerate any requests or threats that may pressure individuals to act against the law, the Code, or their personal and moral convictions.

INN does not tolerate any form of harassment, including unwelcome behavior toward colleagues or third parties (such as professional partners or others interacting with INN personnel), such as the distribution or forwarding (electronically or otherwise) of indecent, offensive, or defamatory content based on religion, gender, or race. INN also considers the use of offensive stereotypes, inappropriate jokes, ethnic slurs, or other forms of harassment—including sexual harassment (e.g., unwelcome sexual advances or solicitations for sexual favors)—to be unacceptable and strictly prohibited.

Any actual or suspected violation related to respect for individuals and the rights outlined above must be promptly reported through the reporting channels made available by the Company (see section 5.2).

3.9 Protection of Health and Safety, Environmental Protection

INN ensures compliance with its duties regarding the health and safety of workers as expressed in Legislative Decree No. 81/2008 and subsequent amendments. It has therefore defined and pursues a specific policy that includes, among other things, an annual evaluation of the safety status of employees and the implementation and monitoring of improvement actions.

INN guarantees its employees safe and healthy working conditions and protects their physical and moral integrity by carrying out all necessary actions to prevent workplace accidents and occupational illnesses. It also considers innovations and developments in the field of health and safety at work, conducting prior risk assessments and evaluating the potential impact of any new business activity or project on employees and the environment.

Compliance with health and safety duties, as stated in Article 20 of Legislative Decree No. 81/2008, is also mandatory for all employees, regardless of their location.
INN is firmly opposed to any form of undeclared, illegal, or child labor and ensures that its partners—particularly suppliers—share this ethical stance. If a supplier violates these principles, INN will take appropriate action against the offender, up to and including termination of the relationship.

INN adopts and maintains adequate management systems to identify, prevent, and respond to potential risk situations in order to guarantee the health and safety of all personnel.

INN also considers environmental protection a priority, closely linked to safeguarding the health and safety of employees and stakeholders in general. The company is therefore continuously committed, within the scope of its activities, to respecting environmental heritage and the surrounding territory.

Any violation or suspected violation related to health, safety, or environmental protection, of which employees or collaborators become aware, must be promptly reported using the reporting channels provided by the company (see section 5.2).

3.10 Protection and Proper Use of Company Assets

INN owns various tangible and intangible assets, including proprietary information and intellectual property (see also par. 3.4). Each employee or supplier to whom material is assigned is required to safeguard the assets entrusted to them and to contribute to protecting all INN assets—whether infrastructure, equipment, IT tools, software, or miscellaneous materials.

In the event of loss or risk of loss of company assets, the assigned employee, collaborator, or supplier must promptly report the issue to their Business Unit/Function Manager or company contact person.

All “assignees”—employees, collaborators, or suppliers—must comply with the internal rules that govern the proper use of IT tools provided by the company (Employee and Supplier Corporate Regulations). Specifically:

• Company communication systems, including internet access, must be used only for business purposes or other authorized instrumental uses. It is strictly forbidden to access websites containing content that violates the values and principles of this Code (e.g., pornographic or child pornography content, in any form or type).
• The assignee must always follow password and access code usage instructions.
• Improper use of communication systems includes the processing, transmission, retrieval, access, display, storage, printing, and distribution of fraudulent, harassing, threatening, illegal, racist, sexually oriented, obscene, intimidating, defamatory, or otherwise unprofessional materials or data.
• Intellectual property must also be treated with care. This includes software programs, technical documentation, and inventions.

3.11 Compliance with Company Procedures

INN has adopted a management system with organizational procedures that integrate personal data protection, information security, and workplace health and safety in accordance with current regulations. This procedural system outlines activities, processes, responsibilities, and company organization that all employees and collaborators must follow in their work.

Through the Integrated Policy (Quality, Information Security, and Personal Data Protection) and the Policy on Health, Safety, and Environment, distributed both internally and externally, INN defines the objectives it pursues in the course of its business.

All company functions are committed to ensuring maximum collaboration and adherence to the management system by all involved personnel.

In particular, the procedures govern every operation and transaction, whose legitimacy, authorization, consistency, appropriateness, proper recording, and verifiability must be ensured—especially with regard to the use of financial resources.

Adhering to procedures fosters a culture of control at all organizational levels, contributes to operational efficiency, and serves as a valuable managerial support tool.

Failure to comply with procedures and this Code undermines the relationship of trust between INN and anyone who interacts with the company in any capacity.

 

4. APPLICATION AREAS OF VALUES AND PRINCIPLES

4.1 Relationships with Clients

INN considers client satisfaction and protection as essential. Everyone acting on behalf of the company must preserve the rights of clients.

Employees, collaborators, and suppliers are expected to avoid—even unintentionally—delivering products or services that deviate in quality or quantity from agreed specifications, or that are misleading, counterfeit, or aimed at infringing or reproducing national or foreign patents, designs, or industrial models.

INN’s actions must be based on offering high-quality products and services under competitive conditions while respecting all laws governing fair competition. Specifically:

• Providing quality products that meet client expectations;
• Providing accurate and comprehensive information about products and services;
• Ensuring fairness in advertising and communications so that clients can make informed decisions.

No one acting on behalf of INN may accept or offer illegal payments, bribes, or personal gifts or favors—regardless of the amount or circumstances—intended to secure personal or corporate advantages.

Acts of business courtesy, such as gifts, contributions, or representation expenses, must never raise suspicion of illegality.

Gifts or promotional items may be given to clients only if they fall within standard business etiquette, are of modest value, and are approved by INN’s leadership, always in compliance with the law and never as a means of seeking favors.

INN prevents money laundering requests by prohibiting its employees from accepting payments with monetary instruments that are not specific to the Customer’s commercial activities or in any case not referable to the Customer, from accepting requests for cash payments, from accepting unusual orders compared to the Customer’s traditional commercial activities, from accepting operations or payments not justified by the real commercial purposes established or in tax havens, from accepting payments from unknown or unidentifiable accounts.

These rules also apply to the field of any financing of political parties and entertainment expenses. INN also reiterates that in all the countries in which it operates, corruption of public administration officials is prohibited.

4.2 Relationships with Suppliers

INN relies on competent suppliers—preferably loyal and long-term partners—capable of establishing a relationship with INN personnel built on mutual trust, transparency, and collaboration.

The Company’s goal is to work closely with suppliers to meet and exceed customer expectations in terms of quality, cost, and delivery times.

Any supplier agreement must be based on the utmost clarity, following internal procurement procedures. In the case of public tenders, full compliance with relevant regulations is required. INN does not discriminate against small businesses or those managed by people with disabilities, women, or members of other minority groups when awarding supply contracts.

If a supplier, while operating on behalf of INN, engages in conduct that is inconsistent with the ethical values and principles outlined in this Code—or fails to comply with applicable laws regarding labor, environment, hygiene, safety, lawful payments, and property rights—INN reserves the right to take appropriate action. This includes terminating the contract and barring future collaboration.

INN strictly prohibits any employee behavior that involves taking advantage of another party’s contribution by abusing a position of power.

Anyone acting on behalf of INN in dealings with suppliers must never offer or accept unlawful payments or bribes under any circumstances, regardless of the amount. Similarly, accepting or providing personal gifts or favors that are explicitly or implicitly linked to personal or business advantages is strictly forbidden (see section 4.1).

To prevent money laundering, INN prohibits its personnel from making payments using financial instruments not directly related to the supplier’s commercial activities or that cannot be traced to the supplier. It is also forbidden to accept cash payments, place irregular or unjustified orders, carry out transactions unrelated to legitimate commercial purposes, or process payments to untraceable third-party accounts, especially in tax havens.

4.3 International Trade

INN prohibits anyone acting in the name and on behalf of the Company from engaging in discriminatory trade practices, boycotting activities prohibited or sanctioned by applicable laws in European countries, EU regulations, or other non-EU countries.

Anyone operating in the name and on behalf of INN must comply with all regulations in the countries where the Company operates, including those governing international trade, licensing, transport documentation, import documentation, disclosure and document retention obligations. These must also be integrated with the procedures adopted by the Company.

If an employee encounters a conflict between the laws of different countries that creates uncertainty about the appropriate conduct, they must contact their Business Unit/Function Manager or company contact person.

4.4 Relations with Competitors

To protect the value of fair competition, INN refrains from collusive or abusive behavior, firmly believing that collaboration and comparison with competitors represent opportunities to improve its own quality standards.

4.5 Relations with Employees

INN evaluates job candidates based on how closely their profiles match the roles needed, while ensuring equal opportunity for all applicants.

The information requested during the selection process strictly relates to verifying professional and psychological suitability, respecting the candidate’s privacy and opinions.

All personnel are hired under a regular employment contract. No form of irregular employment is tolerated. Upon starting employment, every employee receives accurate information regarding:

• the nature of the job and responsibilities;
• legal and remuneration terms, as governed by the applicable National Collective Labor Agreement (CCNL);
• rules and procedures to follow while performing their job (Code of Ethics, IT Policy, work procedures).

This information is clearly communicated to ensure acceptance of the role is based on a full understanding.

INN avoids any form of discrimination against its workers. It is committed to protecting their moral integrity by ensuring working conditions that respect human dignity. It protects workers from psychological violence and opposes any discriminatory or harmful behavior or attitude—such as insults, threats, isolation, excessive intrusiveness, or professional constraints—based on a person’s beliefs or preferences. Sexual harassment and behaviors or language that might disturb someone’s sensitivity (e.g., explicit images, persistent innuendo) are especially prohibited.

Personnel management and development decisions, including recruitment, are based on merit and role suitability. Managers are expected to fully value and utilize each person’s skills, using available tools to support growth and development. Training is assigned according to specific job needs and internal development goals.

INN strives to adapt the job to the individual, especially in the choice of equipment and working methods.

The company is committed to preserving the environment, health, and safety of workers—particularly through preventive actions—in accordance with Legislative Decree 81/2008 and other applicable laws. INN continuously improves operational efficiency and processes that support product and service continuity.

As the Data Controller, INN collects and processes employees’ personal and sensitive data in accordance with GDPR 2016/679 and other relevant data protection laws.

No investigation into employees’ opinions, preferences, or personal lives is permitted. Moreover, barring legal exceptions, personal data must not be communicated or disclosed without prior consent from the data subject.

Any confirmed or suspected case of harassment or discrimination must be reported immediately through the company’s established reporting channels (see section 5.2).

4.6 Relations with the Community

INN considers communication with the outside world essential. Such communication must comply with laws, regulations, and professional conduct standards, and be conducted with clarity, transparency, and timeliness—while protecting confidential and personal information.

Any external communication, including presentations and promotional materials, must be truthful and aligned with the behavioral standards outlined in this Code.

To ensure consistent and accurate communication, INN’s relationships with the media must be managed exclusively in coordination with executive functions.

4.7 Relations with Judicial Authorities

All interactions between INN—or those acting on its behalf—and judicial authorities must be based on the highest standards of truthfulness, fairness, transparency, and cooperation, in full compliance with laws, regulations, and institutional roles.

 

5. MONITORING COMPLIANCE WITH THE CORPORATE CODE OF ETHICS

Every Shareholder, Board Member, employee, collaborator, and any third party operating in the name or on behalf of INN is required to fully understand the provisions of this Code of Ethics, as well as the applicable laws, procedures, and internal regulations relevant to their role.
Each individual must explicitly accept the obligations outlined in this Code—both at the start of their employment or contractual relationship with INN and upon any significant amendments or additions.

No one is authorized to request or encourage violations of the Code. Any such attempt will be subject to immediate disciplinary action.

5.1 Communication and Training

The Code is communicated to all relevant internal and external parties through dedicated communication activities and is published on the website www.innoviogroup.com/en

Specifically:

• upon hiring, it is shared by the Human Resources department with each individual employee;
• upon signing contracts with Suppliers involved in the company’s production process, the Code of Ethics becomes part of the contract.

To ensure proper understanding of the Code, the Human Resources department is available for any clarification or further information and reserves the right to implement a periodic communication/training plan to promote awareness of the ethical principles and rules contained within the Code. Training activities may vary depending on the recipient’s role and responsibilities.

5.2 Reporting and Violations of the Code of Ethics

If a Shareholder, Director, employee, collaborator, or third party acting in the name and on behalf of INN suspects or becomes aware of a violation of one or more provisions of the Code, they may use the reporting channels provided by the Company.

Where the violated rules fall within the scope of Whistleblowing legislation, as outlined in the reference documents provided by the Company (available on the corporate website and bulletin board—e.g., “Whistleblowing Reporting Procedure”, “INN Whistleblowing System”, “Whistleblowing Reporting Infographic”, “Informative Notice for the Reporter”, “Informative Notice for the Reported Party”), reports may be submitted via internal channels (platform or paper/oral reporting). These will be managed by a specifically appointed Whistleblowing Body in accordance with Legislative Decree 24/2023. 24/2023.

Where the possible violations fall outside the scope of Whistleblowing legislation:

• employees must promptly report the issue to Human Resources or, if HR is involved, to their direct Supervisor;
• Shareholders and Directors must report to Human Resources or, if HR is involved, to Management;
• other interested parties must report to their INN contact or, if the contact is involved, to another company representative.

INN guarantees protection for whistleblowers against any form of retaliation, defined as any act that could even appear to be discriminatory or punitive. The identity of the whistleblower will be kept confidential, subject to legal obligations.

In case of a confirmed violation of the Code—compliance with which is an essential part of contractual obligations for employees, collaborators, and third-party associates—disciplinary or contractual measures will be taken to protect the company’s interests, in accordance with applicable regulations. These may include termination of the relationship and compensation for damages incurred.

 

6. DISCIPLINARY MEASURES

Compliance with the rules of the corporate Code of Ethics is an essential part of the contractual obligations of INN employees and all other third parties acting in the name and on behalf of INN. The Company has therefore established the disciplinary system outlined below, to be applied in the event of confirmed violations of this Code.

Any conduct inconsistent with the ethical rules of this Code, company procedures, internal regulations, memos, delegations, or other elements of the organizational model will be sanctioned based on the severity and/or recurrence, using the disciplinary measures applicable to the respective categories.

Disciplinary action is independent of any criminal proceedings. Legal doctrine considers disciplinary and criminal proceedings to be autonomous and distinct.

6.1 Disciplinary Measures for Directors and Statutory Auditors

In case of violation of this Code by a Director or Statutory Auditor, the Board of Directors and Board of Statutory Auditors of INN must be promptly informed. They will take appropriate measures in accordance with applicable laws and regulations.

Upon the initiative of the Chairman of the Board or the Board of Statutory Auditors, the Board of Directors will deliberate accordingly, with the involved party abstaining. After consulting the Board of Statutory Auditors, necessary investigations and related actions will be taken (including precautionary revocation of delegated powers or calling of a Shareholders’ Meeting to consider the Director’s replacement).

In case of violation by one or more members of the Board of Statutory Auditors of procedures, regulations, delegations, or other obligations, the Chair of the Board of Statutory Auditors and the Board of Directors must be promptly informed, and a Shareholders’ Meeting must be called. With the involvement of the Board of Directors and abstention of the concerned party, the necessary investigations and measures will be adopted.

6.2 Measures for Employees

Disciplinary actions applicable to employees and to other workers legally assimilated to employees are those established by the applicable National Collective Labour Agreement (CCNL) relevant to the sector. Reference is explicitly made to said CCNL for the specific procedures to be followed in the application of disciplinary measures, whether concerning executives, managers, office staff, or manual workers.

Violations of ethical standards and/or internal procedures constitute a breach of the primary obligations of the employment relationship, with all legal consequences, including potential termination of employment and liability for any damages caused to INN.

Furthermore, such violations may also constitute a criminal offense. Breaching an internal rule may mean violating the law, and could lead to criminal penalties (fines or imprisonment) or civil penalties (damages or monetary sanctions) for both the employee and the company.

Any employee who violates the spirit or the letter of INN’s ethical standards and/or internal procedures will be subject to disciplinary review by the Employer, in accordance with the provisions of the CCNL and/or the Civil Code, and in line with the following principles:

Principle of specificity of violations and sanctions: Disciplinary measures imposed must be expressly provided for in the collective agreement and/or the Civil Code.

• Principle of autonomy and immediacy of sanctions: The evaluation and sanctioning of violations of the Code of Ethics or internal procedures are independent of any criminal proceedings. Disciplinary measures such as verbal warnings, written warnings, suspension, or dismissal may be imposed without awaiting the outcome of any criminal investigation or trial and even in the absence of formal legal proceedings.

Examples of conduct subject to disciplinary action include, but are not limited to:

• Actions that violate ethical standards;
• Actions that violate internal procedures;
• Requests made to others to violate ethical standards;
• Failure to report actual or suspected violations of ethical standards and/or procedures;
• Retaliation against an employee or third party who raises concerns regarding the violation of ethical standards and/or procedures.

6.3 Measures Against Collaborators, Consultants, and Suppliers

Any conduct by collaborators, consultants, and/or suppliers that violates the ethical rules, procedures, or company regulations—and that may result in the commission of a criminal offense or administrative wrongdoing—will result in the immediate termination of the contract pursuant to the applicable contractual provisions and, in any case, in accordance with the Civil Code and any other relevant special legislation. This is without prejudice to INN’s right to seek compensation for any damages incurred.

6.4 Measures Against Third Parties

Disciplinary actions applicable to third parties who maintain contractual relationships with INN, whether individuals or legal entities, consist of terminating the contractual relationship, without prejudice to INN’s right to claim compensation for damages.