Digital innovation for a smarter, more ethical, and sustainable future.

PREMISE

Topnetwork believes in the future and in digital innovation to make the country increasingly livable and to improve everyone’s life, not only through the simplification of production and organizational processes and business models but also cultural, social, and creative ones. Achieving this in a new, effective, creative, and ethical way are key factors that drive its vision of innovation.
Topnetwork believes that an idea is successful only if it creates real and measurable value; this principle is the foundation of its daily work alongside its clients.
This Code (hereinafter referred to as the “Code of Ethics” or the “Code”) expresses the ethical commitments and responsibilities in business conduct and corporate activities undertaken by all those who have any kind of relationship with Topnetwork S.p.A. (hereinafter “Topnetwork” or the “Company”).
Therefore, this Code of Ethics represents a distinctive and identifying element in relation to the market and third parties, whose awareness and sharing, required of all those operating within or collaborating with the Company, form the foundation of our activity and the first step in contributing to the pursuit of our vision.
Topnetwork’s goal is to achieve excellence in the market in which it operates through sustainable development, protecting the environment and the safety of the people involved, ensuring a consistent approach that respects social ethics, achieving satisfaction, and providing added value for employees, customers, and the community as a whole.

1. RECIPIENTS AND SCOPE OF APPLICATION

Ethics and Respect, Competence and Merit, Innovation and Excellence, Internationality and Multiculturalism, Rights and Sustainability are the values that define Topnetwork’s approach to business. Topnetwork demands and promotes compliance with this Code of Ethics with the aim of strengthening its trust-based relationship with all stakeholders: employees, shareholders, clients, suppliers, partners, and local communities.

Respect for these principles is of fundamental importance in achieving Topnetwork’s corporate mission and ensuring its reputation within the socio-economic context in which it operates. As a preliminary note, Topnetwork firmly believes that all activities must be conducted ethically, adhering to the principle established by Article 41 of the Italian Constitution, which states that private economic initiative “may not be carried out in conflict with social utility or in a way that causes harm to security, freedom, or human dignity.”

The principles and provisions of this Code of Ethics are binding for all the following recipients (the “Recipients”):

Individuals holding senior positions within the corporate organization (administrators, executives);
Individuals in subordinate positions within the corporate organization (employees);
External collaborators who, directly or indirectly, provide services related to corporate activities (consultants, external professionals);
The company’s commercial or operational partners involved in projects and operations;
Political and trade union organizations, as well as media outlets, referred to as “stakeholders.”

Within this framework, the Company commits to:

Promoting the widest dissemination of the Code of Ethics within its internal governance structure and through its website, while also adopting any further measures necessary to properly communicate and enforce the principles and provisions of the Code;
Ensuring a differentiated training program and continuous awareness initiatives regarding issues related to the Code of Ethics;
Conducting all necessary verifications concerning any reports of possible violations and applying appropriate sanctions if violations are confirmed;
Establishing and providing dedicated channels for Recipients to submit detailed reports of unlawful conduct, based on precise and consistent factual elements, or violations of this Code of Ethics and the Organization, Management, and Control Model adopted by the company, in order to protect the integrity of the entity;
Ensuring that no one suffers retaliation of any kind for having, in good faith, reported possible violations of the Code of Ethics while also guaranteeing the confidentiality of the whistleblower’s identity.

2. GENERAL PRINCIPLES

The Company has deemed it appropriate and necessary to adopt and issue this Code to explicitly define the values that must guide the conduct of all those who, at various levels of responsibility, contribute through their actions to the execution of its activities. This includes external, occasional, and continuous collaborators, regardless of their designation, as well as suppliers, consultants, and potential business partners.
These values are primarily:

Legality: Topnetwork operates in full compliance with the law and this Code. All Recipients are therefore required to comply with all applicable regulations and to stay constantly updated on legislative developments, also by taking advantage of the training opportunities offered.
Fairness: Integrity and fairness are essential duties for all Recipients. Recipients must not establish any privileged relationships with third parties resulting from external solicitations aimed at obtaining undue advantages. In carrying out their activities, Recipients must not accept donations, favors, or benefits of any kind (except for items of modest value) and, in general, must not accept any compensation to grant undue advantages to third parties. Likewise, Recipients must not make monetary or material donations to third parties or otherwise offer illegal benefits or favors of any kind (except for items of modest value or business courtesy gifts authorized by the Company) in connection with their activities performed for the benefit of Topnetwork. The intrinsic belief of acting in the Company’s interest does not exempt Recipients from the obligation to strictly adhere to the rules and principles of this Code. The Company considers the transparency of financial statements and accounting a fundamental principle for conducting its activities and protecting its reputation.
Non-discrimination: In relations with Stakeholders, and particularly in personnel selection and management, work organization, supplier selection and management, as well as in relationships with entities and institutions, Topnetwork avoids and condemns any discrimination based on age, gender, race, sexual orientation, health status, political and trade union opinions, religion, culture, and nationality. At the same time, Topnetwork promotes integration by encouraging intercultural dialogue and protecting the rights of minorities and vulnerable individuals.
Combating harassment: In the workplace, harassment is also considered a form of discrimination. Harassment includes repeated and persistent hostile behaviors with persecutory intent, capable of violating a person’s dignity and creating an intimidating, degrading, humiliating, hostile, or offensive environment. Sexual harassment refers to any unwelcome act or behavior of a sexual nature, expressed physically, verbally, or non-verbally in the workplace, that offends the dignity and freedom of the person subjected to it.
Confidentiality: Topnetwork is committed to ensuring the protection and confidentiality of the personal data of Recipients and Stakeholders, in compliance with all applicable regulations on personal data protection. Recipients are required not to use confidential information acquired through their work for purposes unrelated to their professional activity and must always respect the confidentiality obligations assumed by Topnetwork towards all Stakeholders. In particular, Recipients must maintain strict confidentiality regarding documents that disclose know-how, transport information, commercial information, and corporate operations.
Diligence: The relationship between TopNetwork and its Employees is based on mutual trust. Therefore, Employees are required to act in a way that benefits the Company’s interests while respecting the values outlined in this Code. Recipients must refrain from any activity that could create a conflict of interest with TopNetwork, avoiding the pursuit of personal interests that conflict with the legitimate interests of the Company. If a potential conflict of interest arises, Recipients must immediately report it to their direct superior so the Company can evaluate and, if necessary, authorize the activity in question. In the event of violations, the Company will take appropriate measures to eliminate the conflict of interest and reserves the right to take legal action to protect itself.
Loyalty: TopNetwork and its Recipients are committed to fair competition, in compliance with national and EU regulations. They acknowledge that healthy competition fosters innovation and development while protecting consumer and public interests.

3. RESPECT AND ENHANCEMENT OF HUMAN RESOURCES

Human resources are an essential element for the existence, development, and success of any company. Therefore, TopNetwork pays particular attention to enhancing, protecting, and developing the skills and competencies of all its Employees, maximizing their potential and professionalism while encouraging the exchange of information and experiences through communication initiatives aimed at sharing corporate knowledge and values.
This commitment is also reflected in the daily effort to share expertise and knowledge through innovative systems and the creation of a relational system that prioritizes teamwork over hierarchical relationships.
In this context, the Company offers all its Employees equal job opportunities based on their professional profile, specific skills, and performance capabilities, without any discrimination.

To this end, while respecting all applicable laws, regulations, and company policies and through the appropriate functions, the Company is committed to:
Selecting, hiring, compensating, training, and evaluating Employees based on merit, competence, and professionalism, without any political, union, religious, racial, linguistic, or gender-based discrimination.
Taking all necessary measures to prevent favoritism in the personnel selection process by using objective and meritocratic criteria, respecting candidates’ dignity, and ensuring the company’s proper functioning.
Providing hired personnel with clear and accurate information, including through this Code, regarding roles, responsibilities, rights, and duties of all parties.
Maintaining the necessary conditions for the professional growth, knowledge, and skills of each person by implementing appropriate training programs for professional development and any initiatives aimed at achieving this goal.
Promoting employee participation in corporate life by providing participatory tools that gather employees’ opinions and suggestions while ensuring their broadest possible involvement.
Ensuring that no employee is compelled to perform tasks, services, or favors that are not required by their employment contract and their role within the company.
Guaranteeing a work environment where relationships between colleagues are based on principles of loyalty, fairness, collaboration, mutual respect, and trust.
Offering working conditions that are adequate in terms of health and safety and that respect the moral integrity of all individuals, thereby fostering interpersonal relationships free from prejudice.
Acting promptly in response to behaviors that do not comply with the principles outlined above.
Combating, in particular, any form of intimidation, hostility, isolation, undue interference or pressure, sexual harassment, mobbing, stalking, psychological violence, and any discriminatory or degrading behavior inside and outside company premises.

4. INTERNAL RELATIONSHIPS

4.1 Rules of Staff Conduct

The behavior of employees in pursuing objectives and completing any operation must be inspired by the principles of honesty, transparency, loyalty, integrity, and correctness, in compliance with company policies as well as applicable laws and regulations. The belief of acting in the company’s interest cannot, in any way, justify behavior that contradicts the principles established by this Code of Ethics, whose general adherence is essential for the proper functioning and prestige of the Company.
Any situation or activity that may lead to conflicts of interest or interfere with the ability to make impartial decisions must be avoided. In cases where conflicts of interest arise that could interfere with the ability to make impartial decisions, the involved parties must refrain from making any decision and must promptly report the case; the relevant decisions must be referred to the discretion of the higher level of responsibility.
Information acquired by employees and/or consultants in the course of their assigned duties must remain strictly confidential and must not be disclosed inside or outside the company except in accordance with current laws and company procedures.
Employees and/or consultants must use company assets solely for the performance of work activities. It is prohibited to accept, for themselves or others, recommendations, preferential treatment, gifts, or other benefits from parties with whom they have a relationship, avoiding receiving benefits that may compromise impartial judgment.
The decisions made by each employee and by the management must be based on principles of sound and prudent management, with the awareness that they contribute to achieving positive business results.

4.2 Compliance with Internal Procedures

Topnetwork believes that management efficiency, a culture of control, and the timely application of company procedures are essential elements for achieving objectives. Recipients are required to strictly adhere to the company’s internal procedures and instructions. Recipients must act according to their respective authorization profiles and must maintain appropriate documentation to keep track of the actions taken on behalf of the company.

5. EXTERNAL RELATIONSHIPS

5.1 Relations with the Public Administration

Relations with Authorities and Public Administration must be characterized by the utmost clarity, transparency, and collaboration, in full compliance with the law and according to the highest moral and professional standards.
Recipients, unless expressly authorized, cannot engage with Authorities or Public Administration on behalf of Topnetwork.
In relations with Public Officials, Public Service Officers, and Public Administration in general, authorized Recipients must adhere to the highest levels of correctness and integrity, refraining from any form of pressure, explicit or implied, aimed at obtaining any undue advantage for themselves or for Topnetwork.
In particular, the following is expressly prohibited:

Inducing anyone into error by using tricks or deceit in order to obtain an unjust profit to the detriment of the State, another public entity, or the European Union. In particular, compliance with the law and correct commercial practice is recommended in relation to tenders, negotiations, concessions, licenses, etc., and requests for financing, contributions, subsidies, and grants from the State or any other public authority.
Using or presenting false statements or documents, or omitting due information for obtaining contributions, financing, subsidized loans, or other similar benefits granted or provided by the state, other public entities, or the European Union.
Using a financial grant obtained from the State, or from any other public entity or the European Union for purposes other than those originally intended.
Altering the functioning of an IT or telecommunication system by manipulating the data or programs it contains in order to gain an unjust profit and damage the Public Administration.
Accepting money in exchange for services not owed: anyone receiving such requests must suspend all relations with the requesters and inform the Supervisory Body in writing.
Offering or promising, even indirectly, money or other benefits to omit or delay actions or to perform acts contrary to their duties.

5.2 Relations with the judicial authorities and the inspection and control bodies

Topnetwork is committed to guiding its relationships with judicial and tax authorities, law enforcement, and inspection and control bodies based on principles of absolute correctness, impartiality, and independence.
The company also ensures maximum cooperation with judicial authorities and their delegated bodies in the event of investigations. In case of inspections, the company makes all existing documentation available to the judicial authorities, with an absolute ban on destroying or altering records, minutes, accounting entries, and any other type of document, as well as lying or persuading others to do so.
It is prohibited for Recipients to offer gifts, money, other benefits, or to exert undue pressure on representatives of such authorities, those conducting inspections and controls, or anyone called to make statements in judicial proceedings, in order to influence their behavior or to engage in any activity that could disrupt the proper conduct of judicial proceedings.

5.3 Relations with political and trade union organizations

Topnetwork does not favor or discriminate against any political or trade union organization.
The company refrains from providing any undue contribution in any form to political parties, trade unions, or other social formations, except for specific exceptions and always within the limits of what is allowed by current regulations.
Recipients are required to refrain from any direct, indirect, or implied pressure on political representatives or trade union representatives.

5.4 Relationships with Customers and Suppliers

The relationships with clients and suppliers must be conducted with fairness, transparency, and impartiality by qualified personnel.
The company promotes a collaborative approach focused on customer and client satisfaction and is committed to ensuring the following:

The provision of high-quality IT and telecommunications products and services that meet the reasonable expectations of the client and ensure their safety and well-being, while trying to minimize any form of disruption or delay.
The truthfulness of technical documentation and product certification, ensuring that recipients refrain from any form of unfair or deceptive conduct that could mislead clients or suppliers into relying on unfounded facts or circumstances.
Maximum transparency, fairness, and clarity in the drafting of contracts and any preliminary negotiations, avoiding abuse of dominant positions or potentially coercive behaviors, allowing the parties to make decisions in a clear and informed manner.
Conducting commercial relationships with clients in a consistent manner, free from personal influences (e.g. relationships of friendship or kinship, individual interests, etc.).
The highest attention to improving the quality of the product and service offered.
Appropriate responses to complaints and suggestions received from clients, using suitable and timely communication systems.

The company intends to engage exclusively with suppliers who operate in accordance with the applicable regulations and the rules outlined in this Code. The selection of suppliers must be based solely on objective criteria such as convenience, quality, and efficiency, with the aim of safeguarding Top Network’s assets. In no case will the company’s decision-making bodies prefer one supplier over another due to personal relationships, favoritism, or advantages, nor will they engage in discriminatory behavior during the procedures leading to the signing of contracts.
When purchasing machinery, equipment, and safety devices, the choice of suppliers must also focus on their ability to provide products that comply with mandatory requirements regarding environmental protection, safety, and workplace hygiene, as well as compliance with any certification and suitability obligations required by law.
In the case of outsourcing services or activities within the company, under contracts for work, service provision, or supply, all functions of Top Network involved are committed to verifying the technical-professional suitability of third parties, particularly with regard to mandatory health and safety requirements, as well as compliance with labor laws.
It is generally prohibited, in the case of long-term supply projects, to enter into contracts that, in practice, are oppressive, such as contracts with shorter durations that require subsequent renewals and may involve continuous price revisions.
Moreover, it is forbidden to induce a supplier to sign a contract that is unfavorable to them with the illusory hope of a more advantageous future contract. If the assignment is extended to other parties, for example, in the case of subcontracting, the supplier must ensure the same regulatory compliance and protections for the other participants in the supply chain.
Top Network is also committed to protecting all intellectual and/or industrial property rights of suppliers and consultants within the scope of software and application development, as well as in the registration of patents.
If a supplier engages in behavior that is not in line with the law and the binding principles of this Code, Top Network will take appropriate action (e.g. early termination of the contract, application of penalties, exclusion from future collaborations, etc.) and may also consider seeking compensation for any damage caused to its image and reputation.
To this end, the contractual regulation of relationships with third-party suppliers must necessarily include termination clauses with the above content.

5.5 Relationships with Thirdy Parties

The Company aims to protect the value of fair competition by promoting compliance with the rules and principles that guarantee competition and fair competition in and for the market, refraining from collusive, predatory behaviors and abuse of dominant position. Specifically, it is prohibited to:

use others’ business secrets;
adopt conduct aimed at hindering the normal functioning of the economic and commercial activities of competing companies;
reproduce, imitate, tamper with trademarks, distinctive signs, patents, industrial designs, or models owned by third parties;
introduce into the national territory for trade, hold for sale, or put into circulation industrial products with counterfeit or altered trademarks or distinctive signs by third parties;
hold or circulate industrial products made by usurping industrial property rights or in violation of the same;
use violence on things, or fraudulent means, aimed at preventing or disturbing the operation of an industry or business;
damage, alter, or change the destination of things in order to prevent or disturb the operation of an industry or business;
harm the national industry by selling or otherwise circulating, in national or foreign markets, industrial products with counterfeit or altered names, trademarks, or distinctive signs.

5.6 Gifts, Benefits and Promises of Favors

The Company is committed to applying general criteria of fairness, transparency, and integrity throughout the business negotiation process and in all commercial relationships, both with representatives of the Public Administration and with clients and suppliers. Specifically, it is prohibited to:

evaluate proposals or promises of employment and/or commercial opportunities that could benefit Public Administration employees, clients, suppliers, or administrators personally;
offer gifts, donations, benefits (even indirect), goods, services, and performances, or favors that are not due or that go beyond normal courtesy relationships;
solicit or obtain confidential information that could compromise the integrity or reputation of both parties, as well as provide direct or indirect significant benefits for oneself or Topnetwork;
undertake actions aimed at improperly influencing the counterpart’s decisions.

Sponsorships or donations are made within the framework of established internal processes and, in any case, for events that pursue cultural, integration and social support objectives, or environmental development, as well as those that have significant cultural or charitable value.

Furthermore, directors, employees, or collaborators of the Company in any capacity must not accept any goods or services, gifts, benefits, performances, or donations that go beyond normal courtesy relationships from external or internal parties, particularly in relation to actions or behaviors aimed at favoring such parties.
An employee who receives gifts or preferential treatment from Public Administration representatives, clients, or suppliers that exceed normal courtesy relationships must immediately inform the head of the relevant business unit or the Supervisory Body.

5.7 Relations with the Media and Communication

Topnetwork provides appropriate communication tools for Stakeholders through which they can interact with the company to submit requests, ask for clarifications, or make complaints.
Topnetwork promotes effective corporate communication that connects the company with civil society in order to receive requests, needs, and demands from the community and to spread its values and mission.
The information disseminated to Stakeholders is complete and accurate, enabling Recipients to make correct and informed decisions.
Topnetwork’s advertising promotions respect ethical values, protecting minors and rejecting vulgar or offensive messages.
Topnetwork encourages its Employees to use social networks and the web responsibly to prevent any improper use that could harm the company and its Clients.

6. USE AND PROTECTION OF COMPANY ASSETS

All Employees and collaborators commit to using the company’s tangible and intangible assets made available to them, respecting the following principles:

Maximum care and caution, also to avoid harm to property or individuals;
The utmost attention, avoiding, as much as possible, waste, tampering, or uses that may compromise the efficiency of the assets or accelerate their normal deterioration;
Correct application of security provisions to protect hardware devices from unauthorized access, which could severely damage the rights to personal data protection for Topnetwork’s personnel and clients;
Exclusivity of use, limiting the use of assets to purposes related and instrumental to the work activity, and absolutely avoiding – unless specifically required by regulations – the use or transfer of assets to third parties, even temporarily.

All Employees and collaborators are responsible for the use and custody of the assets granted to them by the Company.
Even the IT equipment and applications must be used in accordance with the above, specifically:

Carefully following the company’s security and confidentiality policies;
Absolutely avoiding the acquisition, use, or transmission, particularly in bulk, of information and content unrelated to the work activity;
Not altering the hardware and software configurations provided by Top Network.

In compliance with current legal regulations, the Company carries out controls and implements measures to prevent behaviors that do not align with the aforementioned principles. All Employees must also act to reduce the risk of theft, damage, or other external threats to the resources assigned to them or present within the company, promptly informing the relevant departments in case of any unusual situations.

7. CONFLICT OF INTEREST

Topnetwork and its administrators and employees at all levels are bound by a relationship of mutual trust, within which it is the primary duty of administrators and employees to use the company’s assets and their professional skills to pursue corporate interests, in accordance with the principles set forth in the Code of Ethics, which represents the values the Company upholds.
In this perspective, administrators, employees, and collaborators of the Company must avoid any situation and refrain from any activity that could place a personal—direct or indirect—interest in opposition to those of the company or that could interfere with and hinder their ability to make impartial and objective decisions in the company’s interest.
The occurrence of conflicts of interest, in addition to being in violation of legal provisions and the principles established in the Code of Ethics, is detrimental to the company’s image and integrity.
The aforementioned recipients must therefore ensure that their functional position is not exploited to overlap or intersect personal and/or family economic activities with their duties within the Company. Any situation of conflict, even if only potential, must be promptly and thoroughly reported to the Company—specifically to the Head of the relevant business unit, and, if necessary, to the Supervisory Body. Any individual in a potential conflict of interest must refrain from engaging in or participating in any actions that could harm the Company or third parties or even compromise its image and reputation.

8. USE AND DISCLOSURE OF INFORMATION

The Company considers the dissemination of correct, complete, and truthful information about all business matters – and the maintenance of due confidentiality when necessary – as a prerequisite for creating and maintaining a relationship of transparency and trust with its stakeholders and the market.
Consequently, in managing information, Employees must:

scrupulously maintain and keep confidential all business information of any kind learned during the performance of their duties;
request consent for the processing of personal data, for the purposes communicated.

In relation to information in general, Employees must:

avoid the improper or instrumental use of confidential information in their possession and not use it for their own benefit and/or that of family members, acquaintances, or third parties in general;
protect it from access by unauthorized third parties, preventing its dissemination unless specifically authorized by the Responsible Person;
not seek, or attempt to obtain from others, information unrelated to their own area of competence or functions;
classify and organize it in a way that allows authorized individuals to access it easily and obtain a complete overview.

Employees who are not expressly authorized, in the forms and terms provided by the regulations related to personal data protection, are prohibited from knowing, recording, processing, or disclosing the personal data of other Employees or third parties.

9. TRANSPARENCY IN ACCOUNTING AND TAX MANAGEMENT

9.1 Accuracy and Transparency of Documentation

All official documents aimed at illustrating the management situation of Topnetwork must be drafted in accordance with applicable laws and regulations.
Consequently, the Company ensures the utmost care in fiscal and accounting documentation to guarantee its accuracy and truthfulness, in order to protect Topnetwork’s reputation both internally and externally.
Adhering to these principles also enables the company to plan its operational strategies based on its actual financial and asset situation.
All accounting entries must therefore be supported by complete, clear, and valid documentation, avoiding any form of omission, falsification, and/or irregularity.
In the case of assets or economic elements based on assessments and estimates, their recording must be guided by criteria of reasonableness and prudence.
In any case, the maintenance or preparation of deliberately false or fabricated documentation that significantly alters the true representation of the Company’s administrative and accounting situation will not be justified or justifiable.

9.2 Recording and Documentation of Transactions

Every operation, action, and transaction carried out by the Company must be adequately recorded and documented in a way that allows verification of the decision-making, authorization, and execution processes.
Each act or operation performed by the staff must be supported by adequate, clear, and complete documentation to be kept on file, so as to allow control at any time over the reasons, characteristics of the operation, and the identification of the individuals who physically executed the operation, granted the authorizations, and conducted the verifications.

9.3 Accounting transparency

All company functions are required to provide maximum cooperation in order to ensure correct and timely accounting records. Accounting entries based on economic and asset assessments must adhere to criteria of reasonableness and prudence.
Each accounting entry must be supported by adequate documentation, which serves to identify the reason for the operation underlying the recording and its corresponding authorization.
The supporting documentation must be archived and easily accessible.
In particular, Top Network ensures full compliance with the principles of transparency, truthfulness, traceability, and segregation of duties both in the management of financial flows and in the handling of corporate, fiscal, and tax obligations.
The Company and all those involved in these areas, including collaborators and external consultants, commit to complying with all applicable regulations in corporate, administrative, financial, fiscal, and tax matters, as well as accounting and financial procedures, to avoid irregularities, illegitimacy, and violations of specific regulations, in order to prevent the commission of tax crimes under Legislative Decree 74/2000 regarding income and value-added taxes. All financial, economic, and accounting information must be supported by adequate documentation that allows for the verification of the decision-making and authorization process at any time.
Anyone who becomes aware of possible omissions, falsifications, or irregularities in the maintenance of the accounting records must immediately report them to the responsible business unit manager or, alternatively, to the Supervisory Body.

10. PROTECTION OF HEALTH AND SAFETY

The Company, aware of the importance of ensuring the best health and safety conditions in the workplace, is committed to promoting and spreading responsible behaviors among its Employees by implementing necessary preventive actions, in order to protect the health, safety, and well-being of all personnel as well as third parties who frequent the company’s premises.
The culture of health and safety is systematically promoted through training and communication sessions, continuous updates of methodologies and systems, in light of the best available technologies, and through a detailed risk assessment, critical process analysis, and the protection of resources.
Company representatives holding positions relevant to health and safety commit to complying with the regulations and obligations arising from them concerning prevention and protection, setting excellence goals that go beyond mere compliance, fully aware of the value of safeguarding the health, safety, and well-being of individuals.

11. ANTI-MONEY LAUNDERING AND SELF-LAUNDERING

Topnetwork is committed to implementing effective measures against money laundering, both to comply with current laws and to protect itself from the risk of being used as a tool for engaging in such illicit practices. Therefore, all of the Company’s collaborators, in any capacity, must never engage in or be involved in activities that involve receiving, laundering proceeds from criminal activities in any form or manner, or in operations involving the use of money, goods, or benefits from illicit sources. In particular, the Recipients are required to comply with all national and international regulations on organized crime and money laundering, and they are expressly prohibited from engaging in or allowing others to engage in criminal or otherwise illicit activities. Regarding the offense of self-laundering, Topnetwork prohibits all its collaborators, in any capacity, from transferring, exchanging, or using in economic, financial, entrepreneurial, or speculative activities, sums of money derived from the commission of a non-negligent crime or from illicit activities such as, by way of example and not exhaustively, tax evasion, corruption, and embezzlement of corporate assets, in such a way that it concretely hinders the identification of their criminal origin.

12. ENVIRONMENTAL PROTECTION

Topnetwork pays constant attention to the protection of the environment as a primary asset to safeguard.
Therefore, illegal discharges, emissions, releases, and spills are expressly prohibited.
In addition, the Recipients of this Code must carry out their activities within the Company, committing to the utmost environmental protection, in compliance with current regulations as well as the policies and procedures adopted within the framework of managing environmental compliance.
In this context, the Company is committed, as further specified in the relevant Special Protocol of the Model, to ensuring that service providers related to waste management demonstrate, according to the nature of the service provided, compliance with waste management regulations and environmental protection standards.

13. SMUGGLING

The Company condemns any behavior that may even indirectly facilitate smuggling activities.
Consequently, the Company prohibits conducting business with individuals involved, in any capacity, in smuggling activities or those who, in any case, do not comply with the relevant regulations, using methods aimed at evading customs duties. The Company therefore requires all suppliers and collaborators to strictly apply customs regulations in import and export activities and prohibits the Recipients of the Code from engaging in any conduct aimed at evading customs duties in any way.
Finally, the Company is committed to conducting its relations with the Customs Agency based on the principles of maximum collaboration and transparency.

14. CORPORATE GOVERNANCE

In order to pursue its business and social mission with impartiality and fairness towards all stakeholders, the Company adopts organizational and corporate governance solutions that, through a clear distinction of roles and responsibilities, the appropriate balancing of powers, and the separation of tasks, based on the principle of segregation of duties, ensure sound and prudent management in full compliance with applicable laws and regulations, as well as corporate values and the principles of this Ethical Code.
The corporate bodies are involved in the adoption process of this Code and have specific responsibilities regarding its implementation as defined in Chapter 15.

15. RELATIONS WITH SHAREHOLDERS, AUDITORS AND AUDITORS

The Company conducts its relations with shareholders, auditors, and statutory auditors with the utmost diligence, professionalism, transparency, collaboration, availability, and full respect for their institutional role, ensuring the prompt and timely execution of prescribed actions and any required obligations. Data and documents are made available in a precise manner and in clear, objective, and comprehensive language, in order to provide accurate, complete, faithful, and truthful information, avoiding and, in any case, reporting potential conflicts of interest in the appropriate form and manner. It is expressly prohibited to prevent or obstruct the performance of control or audit activities legally assigned to shareholders, other corporate bodies, or the auditing firm.

16. MANAGEMENT OF EXTRAORDINARY OPERATIONS

The directors, as well as those responsible for functions involved in the execution of obligations related to extraordinary operations (such as, by way of example, the distribution of profits and reserves, capital operations, transactions on own shares or those of controlled and/or affiliated entities, mergers, demergers, and transformations), are required to act with honesty, fairness, and transparency, and in full compliance with the civil law provisions protecting – among other things – the interests of minority shareholders and the Company’s creditors. In the case of preparing documents/reports related to the above-mentioned operations, the Recipients are required to consistently ensure the truthfulness, completeness, clarity of information, as well as the utmost accuracy in the processing of data and information.

17. INTERNAL CONTROL SYSTEM

Compliance with the provisions of this Code is entrusted to the prudent, reasonable, and careful supervision of each of the Recipients, within their respective roles and functions within the company.
All Recipients are encouraged to report to their direct superiors any facts and circumstances potentially in conflict with the principles and provisions of this Code, as well as to approach them in case of need for clarification on the application of the rules of the Code.
Any violations committed by a hierarchical superior, however, must be promptly reported in writing to the Supervisory Body and will be addressed while ensuring the confidentiality of the reporter.
Topnetwork’s management and the relevant bodies take all necessary measures to put an end to violations, and may resort to any disciplinary action in compliance with the law and workers’ rights, including trade union rights.
Relationships between Employees, at all levels, must be based on principles of fairness, loyalty, and mutual respect. Therefore, the abuse of the duty to inform, as governed by this chapter, for purposes of retaliation or mere emulation is subject to sanction.
Regarding the oversight of the implementation of the Code, the Supervisory Body is responsible for the following tasks:

Expressing binding opinions on the review of the most significant policies and procedures to ensure consistency with the Ethical Code;
Contributing to the periodic review of the Ethical Code: for this purpose, the Supervisory Body makes the appropriate proposals for updates to the Company’s Management, which evaluates them and, if appropriate, approves and formalizes them.

It is reminded that the Supervisory Body maintains autonomy and independence, has investigation and control powers, as well as initiative powers for the execution of the assigned functions.

18. SANCTION SYSTEM

The internal control system is aimed at adopting tools and methodologies designed to address potential business risks, in order to ensure compliance not only with the law but also with internal provisions and procedures.
In fact, violations of the principles set forth in the Code and in the procedures outlined in internal controls undermine the fiduciary relationship between the Company and its directors, employees, consultants, collaborators of various kinds, customers, suppliers, commercial and financial partners.
Such violations will therefore be immediately pursued by Topnetwork in a decisive and timely manner, through the adoption of appropriate and proportional disciplinary measures.
The effects of violations of the Ethical Code and internal protocols must be taken into account by all those who, in any capacity, have relationships with Topnetwork. Depending on the severity of the conduct engaged in by the individual involved in one of the illegal activities outlined in the Code, Topnetwork will promptly take the necessary actions, regardless of the potential exercise of criminal action by the judicial authorities.
Notwithstanding the above, behaviors in violation of the Ethical Code constitute:

1. Serious breach by employees (workers, office staff, supervisors, and managers), with sanctions applied according to severity, as provided by the applicable national collective labor agreement (verbal warning, written warning, fine not exceeding three hours of pay, suspension from work and pay for up to three working days, dismissal for just cause or justified reason); in the case of pending criminal proceedings or the execution of a personal freedom restriction measure against the employee, before adopting the disciplinary measure, the sanction of suspension from service and pay may be imposed for a duration corresponding to the outcome of the criminal proceedings or until the restriction of personal freedom measure expires;
2. Just cause for revocation of the mandate for directors;
3. Just cause for revocation of the mandate for auditors;
4. Grounds for immediate termination of the relationship, in the most serious cases, for external and parasubordinate collaborators;
5. Grounds for immediate termination of the relationship, in the most serious cases, for suppliers, contractors, and subcontractors.

The identification and application of sanctions will always take into account the general principles of proportionality and adequacy in relation to the violation being contested.
In all of the above cases, Topnetwork also reserves the right to take any actions it deems appropriate for the compensation of the damage suffered as a result of the conduct in violation of the Ethical Code.

Approved by the Board of Directors of Topnetwork S.p.A.
on November 16, 2022.

Topnetwork S.p.A.

The CEO

Dr. Franco Celletti