Code of Ethics

RESI S.p.A. – Ethical Commitment and Social Responsibility

This Ethical Code outlines the ethical commitments and responsibilities that govern the conduct of business and corporate activities undertaken by all individuals who maintain any form of relationship with RESI S.p.A. or contribute to its development at any level of responsibility.

The Code represents an essential component of RESI S.p.A.’s organizational model and internal control system, reflecting the belief that ethical business conduct is a key driver of corporate success.

The adoption and implementation of this Code are fundamental elements of RESI S.p.A.’s preventive control system, as well as guiding principles whose rules must be observed in daily work activities.

RESI S.p.A. will carefully monitor compliance with this Code by implementing suitable information, prevention, and control tools, ensuring transparency in all operations and behaviours, and, when necessary, taking corrective actions.

1. RECIPIENTS AND SCOPE OF APPLICATION

The following parties are subject to this Code:

• Members of the Board of Directors
• Members of the Board of Statutory Auditors
• Directors and Managers
• Supervisors, Employees, and all collaborators holding contractual relationships of any kind, including occasional and/or temporary engagements

The Ethical Code applies, subject to approval by their respective Boards of Directors, and is therefore binding on the behaviour of all collaborators.

Moreover, the Code extends its influence to all individuals and entities engaged in any commercial and/or financial relationship with RESI S.p.A.

2. IMPARTIALITY

Given RESI S.p.A.’s growing presence in national and international markets, the diversity of operational contexts and stakeholders makes proper management of internal and external relationships essential.

In decisions affecting relations with its stakeholders, RESI S.p.A. avoids any form of discrimination based on age, gender, health, ethnicity, nationality, political opinions, or religious beliefs (including minority shareholders, employees, clients, suppliers, institutions).

3. DISSEMINATION AND UPDATING OF THE ETHICAL CODE

RESI S.p.A. is committed to:

• Ensuring broad dissemination of the Code by distributing it internally to all employees for review and signed acknowledgement;
• Publishing the Code on the corporate website;
• Updating it promptly to reflect relevant regulatory developments;
• Providing all interested parties with appropriate tools to clarify the interpretation and application of the Code’s provisions.

4. AWARENESS AND USE OF THE CODE BY EMPLOYEES

RESI S.p.A. operates in full compliance with laws and regulations in all countries where it conducts business, in line with the principles set forth in this Code and universally accepted ethical standards: transparency, fairness, and integrity.

Moral integrity is a constant duty for all recipients, who must be familiar with and comply with applicable laws and regulations wherever RESI S.p.A. operates.

This includes full respect for competition regulations at both national and international levels.

Relations with public authorities and institutions must be conducted with the utmost fairness, transparency, and cooperation, in full compliance with legal and regulatory requirements.

Employees must:

• Refrain from conduct that violates the Code;
• Seek clarification from their managers regarding the application of the Code when necessary;
• Promptly report any potential violations or requests to violate the Code to their supervisor.

Supervisors must collaborate with the designated corporate functions responsible for internal investigations.

5. GENERAL PRINCIPLES OF CONDUCT

RESI S.p.A.’s mission is to pursue excellence in the execution of major IT projects and in the provision of ICT-related products, services, and consulting, leveraging professional skills and innovative technologies to maintain leadership in the sector and create value for clients, the company, and its collaborators.

RESI S.p.A. fosters internal relationships based on mutual trust at all levels—between managers and their teams, among employees, and between employees and the company.

This trust is built through shared corporate values, strong team identity, and a commitment to collective success.

At the same time, RESI S.p.A. promotes a culture grounded in responsible adherence to internal rules, procedures, and this Ethical Code.

6. RULES OF CONDUCT: DUTIES OF DIRECTORS, MANAGERS, EMPLOYEES, AND COLLABORATORS

Directors, managers, employees, and collaborators must comply with applicable laws and regulations in all countries where RESI S.p.A. operates. This commitment also extends to all stakeholders engaged in business relations with the company.

All personnel must perform their duties with dedication, diligence, and professionalism, fostering trust and cooperation with all parties involved in corporate activities.

Employees must use company assets responsibly, avoiding waste and inefficiencies, ensuring proper maintenance, and safeguarding corporate resources.

All personnel must strictly maintain confidentiality and comply with all related obligations.

Managers must avoid abusing their authority for personal or third-party gain.

All recipients must:

• Act impartially in business dealings;
• Resist improper pressure;
• Avoid creating or benefiting from privileged conditions.

Prohibited activities include:

• Corruption, illicit favours, collusion, or solicitation of personal benefits;
• Offering or giving payments or material benefits to public officials or private entities to influence their actions;
• Offering employment opportunities in exchange for advantages.

Small customary business courtesies (gifts or hospitality) are permitted only if modest in value, consistent with standard business practices, and compliant with applicable laws. They must never be perceived as attempts to obtain undue favour.

Clients must receive accurate and complete information, enabling informed decisions. Communications must always be truthful.

In dealings with suppliers, personnel must:

• Comply with internal procedures for selecting and managing suppliers;
• Allow equal opportunity for qualified suppliers to participate;
• Ensure suppliers meet RESI S.p.A. standards of quality, cost, and delivery;
• Avoid behaviour favouring one supplier unfairly.

RESI S.p.A. prohibits all forms of harassment, including sexual harassment, intimidation, and hostile behaviour.

Personnel must not work under the influence of alcohol or drugs, nor engage in any form of distribution of such substances.

All recipients must maintain professional decorum—hygiene, attire, written and verbal communication—consistent with organizational values.

Directors and managers must actively promote projects and actions that strengthen RESI S.p.A.’s economic, technological, and professional assets.

Compliance with this Code is an essential part of employees’ contractual obligations. Violations may constitute disciplinary offences and lead to legal consequences, including termination and compensation for damages.

1. CONFLICTS OF INTEREST

Directors, managers, employees, and collaborators must not make decisions or perform activities related to their role when facing actual or potential conflicts of interest.

Italian Civil Code art. 2105 prohibits employees from conducting business activities for personal or third-party benefit that compete with the employer, or disclosing confidential information.

Situations that may constitute a conflict of interest include, but are not limited to:

• Holding decision-making authority while having financial interests in suppliers, clients, or competitors;
• Managing supplier contracts while having family members employed by those suppliers;
• Accepting money, favours, or benefits from individuals or companies seeking business with RESI S.p.A.

Recipients must promptly report any actual or potential conflict of interest to their manager or functional supervisor.

Even the appearance of a conflict must be reported so that appropriate checks can be conducted.

2. EMPLOYEE RIGHTS AND SHARED VALUES

RESI S.p.A. recognizes human resources as a key asset and a fundamental driver of corporate success, operating within a framework of mutual trust and loyalty.

The company is committed to creating a work environment built on values rather than rules, competence rather than hierarchy, and effective relationships rather than formalism.

Decision-making involvement and employee motivation form the basis of the mutual commitment between RESI S.p.A. and its people.

RESI S.p.A. ensures equal opportunities for all employees, without discrimination of ethnicity, gender, religion, political affiliation, or union membership.

Human resources processes—including selection, hiring, training, compensation, and management—are based solely on merit, competence, and professional criteria.

RESI S.p.A. promotes continuous learning, training, and development to enhance individual and organizational capabilities.

The company fosters a participatory management style based on trust, transparent communication, role clarity, team spirit, and a positive working climate.

RESI S.p.A. ensures internal information flows that enable employees to perform their roles with the necessary understanding of company objectives and strategies.

The company fully implements all measures required to protect employees’ health and safety in compliance with current legislation (including D. Lgs. 81/08), ensuring safe working environments.

1. CONFIDENTIALITY AND DATA PROTECTION

RESI S.p.A. fully complies with data protection laws, including the EU GDPR (Reg. 679/2016).

Employees may access corporate documents only if permitted by their assigned duties and in accordance with internal privacy procedures.

Personnel must maintain confidentiality regarding all corporate and commercial information obtained during their activities. They may not communicate with the media unless expressly authorized.

Employees must not publish or disclose on any online platform comments or information concerning the privacy of individuals or entities connected to RESI S.p.A.

Personal data must be processed lawfully, accurately, and for explicit legitimate purposes, retained only as long as necessary, and kept relevant and non-excessive.

7. INTERNAL CONTROL SYSTEM AND REPORTING

RESI S.p.A.’s internal control system is based on transparency, accountability, and traceability. Every operation must be properly recorded, authorized, verifiable, legitimate, consistent, and appropriate.

Adequate supporting documentation must be retained to allow reconstruction of each transaction and identification of responsibilities. The principle of separation of duties must be ensured.

Employees who become aware of violations of the Code or accounting/document irregularities must formally report them to corporate supervisors.

RESI S.p.A. maintains and updates manual and IT procedures, control points, and accounting principles, assigning appropriate authorization and signature powers to managers.

Training is provided so employees understand the authorization system, hierarchy, and internal procedures.

Internal and external auditors have free access to data and documentation necessary for their responsibilities.

8. VIOLATION OF THE ETHICAL CODE

Violations of the principles set forth in this Code and in related procedures undermine the relationship of trust between RESI S.p.A. and its recipients.

RESI S.p.A. will address violations promptly and decisively through proportionate disciplinary measures, regardless of potential criminal, civil, or administrative implications.

All recipients must take these consequences seriously.