Ethical code

INTRODUCTION

This Code of Ethics (hereinafter, the “Code”) sets out the ethical and moral principles underlying the activities of I.O.I. Srl – Industrie Ottiche Italiane (hereinafter, the “Company”), as well as the standards of conduct adopted by the Company both internally (in relations with its employees) and externally (in relations with institutions, suppliers, customers, business partners, political and trade union organizations, as well as media organizations, hereinafter the “Stakeholders”).

Compliance with these principles is of fundamental importance for achieving the corporate mission of I.O.I. Srl and for safeguarding its reputation within the socio-economic context in which it operates.

As a preliminary matter, I.O.I. Srl firmly believes that all activities must be conducted ethically, in accordance with the principle set forth in Article 41 of the Italian Constitution, pursuant to which private economic initiative “may not be carried out in conflict with social utility or in such a way as to cause harm to safety, freedom, or human dignity.”

This Code is binding on the directors and employees of I.O.I. Srl, as well as on all individuals who work or collaborate, on a permanent or fixed-term basis, on behalf of the Company (hereinafter, the “Addressees”).

The Code shall be widely disseminated within the internal governance structure and broadly communicated externally, including through the Company’s website.

I.O.I. Srl also undertakes to adopt any further measures necessary to ensure that the principles and provisions of this Code are effectively disseminated and applied.

1. GENERAL PRINCIPLES

The conduct of the Addressees, at all corporate levels, shall be guided by the principles of legality, fairness, non-discrimination, confidentiality, diligence, and loyalty.

1.1. Legality

I.O.I. Srl operates in full compliance with applicable laws, regulations, and this Code. All Addressees are therefore required to comply with all applicable regulations and to remain constantly informed of legislative developments.

The Company considers transparency in accounting and financial reporting to be a fundamental principle in the conduct of its business and in safeguarding its reputation.

Under no circumstances may actions carried out in the interest of I.O.I. Srl justify unlawful or improper conduct, or conduct contrary to laws, regulations, or this Code of Ethics. Such conduct, if carried out, shall result in the application of appropriate disciplinary measures.

1.2. Fairness

Fairness and moral integrity constitute an essential and non-derogable duty for all Addressees.

Addressees shall refrain from establishing privileged relationships with third parties arising from external solicitations aimed at obtaining undue advantages.

In the performance of their duties, Addressees must not accept gifts, favors, or benefits of any kind, except for items of modest value, nor accept any form of consideration intended to grant improper advantages to third parties.

Likewise, Addressees must not make monetary or in-kind donations, nor offer illicit benefits or favors to third parties, except for items of modest value or customary business courtesies expressly authorized by the Company.

The belief that one is acting in the Company’s interest does not exempt Addressees from the obligation to strictly comply with the rules and principles set forth in this Code.

1.3. Non-discrimination

In relations with Stakeholders, and in particular in the selection and management of personnel, work organization, supplier selection and management, and relations with public bodies and institutions, I.O.I. Srl rejects any form of discrimination based on age, gender, race, sexual orientation, health status, political or trade union opinions, religion, culture, or nationality.

The Company promotes inclusion by encouraging intercultural dialogue and safeguarding the rights of minorities and vulnerable individuals.

1.4. Confidentiality

I.O.I. Srl undertakes to ensure the protection and confidentiality of the personal data of Addressees and Stakeholders, in compliance with applicable data protection laws.

Addressees are required not to use confidential information acquired in the course of their work for purposes unrelated to their professional activities and to comply with all confidentiality obligations undertaken by the Company.

In particular, the utmost confidentiality is required with respect to documents capable of revealing know-how, commercial information, logistics data, and corporate operations.

1.5. Diligence

Relations between I.O.I. Srl and its employees are based on mutual trust. Addressees are therefore required to act with diligence in furthering the Company’s interests, in accordance with the values set forth in this Code.

They must refrain from any activity that could give rise to a conflict of interest and promptly inform their supervisor should such a risk arise.

The Company shall adopt all necessary measures to prevent or eliminate situations of conflict of interest.

1.6. Loyalty

I.O.I. Srl and the Addressees undertake to promote fair competition in compliance with national and European Union regulations, recognizing that fair competition represents a driver of development and a safeguard for the interests of consumers and the community.

2. RELATIONS WITH EMPLOYEES AND COLLABORATORS

2.1. Personnel selection

Personnel evaluation and selection are carried out in accordance with principles of fairness and transparency, respecting equal opportunities, in order to align the needs of I.O.I. Srl with candidates’ professional profiles, skills, ambitions, and expectations.

The Company undertakes to adopt all appropriate measures to prevent any form of favoritism during recruitment processes, applying objective and merit-based criteria, while respecting candidates’ dignity and the Company’s interest in sound management.

Newly hired personnel receive clear and accurate information regarding their roles, responsibilities, rights, and duties arising from the employment relationship.

2.2. Personnel management

I.O.I. Srl protects and enhances its human resources, committing to creating and maintaining suitable conditions for professional growth, skills development, and continuous training.

The Company encourages employee participation in corporate life by fostering dialogue and collecting opinions and suggestions aimed at improving internal processes.

No employee may be required to perform tasks or services not provided for in their employment contract or incompatible with their role.

I.O.I. Srl firmly opposes any conduct constituting mobbing, stalking, psychological violence, or other discriminatory or harmful behavior affecting personal dignity.

Relations among employees must be characterized by loyalty, fairness, and mutual respect.

3. WORKING ENVIRONMENT

I.O.I. Srl is committed to ensuring a healthy, safe, and respectful working environment.

Workplace safety is guaranteed through strict compliance with applicable regulations and the promotion of a culture of prevention supported by appropriate training programs.

The Company safeguards the health of its employees, ensuring compliance with hygiene and health protection standards.

4. BUSINESS MANAGEMENT

4.1. Compliance with internal procedures

I.O.I. Srl considers managerial efficiency and a culture of control to be essential for achieving corporate objectives.

Addressees are required to strictly comply with internal procedures and instructions and to operate within the limits of their respective authorizations and powers.

Adequate documentation of activities carried out on behalf of the Company must be retained.

4.2. Accounting management

In accounting activities, Addressees must act in accordance with principles of accuracy, fairness, completeness, and transparency in order to protect the Company’s reputation.

Each transaction must be properly documented, avoiding omissions, falsifications, or irregularities.

Estimates and valuations must be based on criteria of reasonableness and prudence.

4.3. Protection of corporate assets

Addressees must use corporate resources responsibly and efficiently.

They are required to comply with IT security measures designed to protect company devices and the personal data of employees and customers.

5. EXTERNAL RELATIONS

5.1. Relations with Authorities and Public Administration

Relations with Authorities and the Public Administration must be conducted with transparency, fairness, and cooperation, in full compliance with the law.

Only expressly authorized individuals may represent I.O.I. Srl before public authorities.

Any form of undue pressure aimed at obtaining illicit advantages is strictly prohibited.

5.2. Relations with political and trade union organizations

I.O.I. Srl does not favor or discriminate against any political or trade union organization.

The Company refrains from providing undue contributions, except as expressly permitted by applicable law.

5.3. Duties of employees, agents, and collaborators

Employees, collaborators, and agents must safeguard the image and reputation of I.O.I. Srl, acting with honesty, fairness, loyalty, and good faith.

The use of confidential information for personal or third-party benefit, as well as conduct related to insider dealing or insider trading, is strictly prohibited.

The above-mentioned individuals are bound by the provisions of Article 2105 of the Italian Civil Code.

5.4. Relations with customers and suppliers

Relations with customers and suppliers must be based on professionalism, fairness, and transparency.

Suppliers are selected on the basis of objective criteria of economic efficiency, reliability, and effectiveness.

Establishing relationships based on personal interests that conflict with those of the Company is prohibited.

6. INTERNAL CONTROL SYSTEM

Compliance with this Code is entrusted to the responsibility of each Addressee within the scope of their respective roles.

Addressees are required to report any conduct contrary to the principles of this Code to their direct supervisors.

The Company shall adopt all necessary measures to prevent and sanction violations.

7. GUIDELINES FOR THE SANCTIONING SYSTEM

Violation of the principles set forth in this Code undermines the trust relationship between the Company and the Addressees.

Violations shall be sanctioned through appropriate and proportionate disciplinary measures, in compliance with applicable laws and collective labor agreements.

I.O.I. Srl reserves the right to take any action deemed appropriate to obtain compensation for damages resulting from conduct in breach of this Code of Ethics.