CODE OF ETHICS

1. INTRODUCTION

This Code of Ethics (hereinafter the “Code”) aims to introduce and make binding for the company iSolutions S.r.l. (hereinafter “iSolutions” or the “Company”) the principles and rules of conduct relevant for the reasonable prevention of crimes identified in Legislative Decree No. 231/2001. By recommending, promoting, or prohibiting certain behaviors, it consists of a set of principles and rules that iSolutions requires to be respected.

Compliance with the provisions and behavioral rules set forth in this Code constitutes fulfillment by iSolutions employees of the obligations under Article 2104, paragraph 2, of the Italian Civil Code; obligations of which this Code represents an integral and substantial part.

This Code, approved by the CEOs of iSolutions, constitutes an official document to be known and respected by all the “Recipients of the Code” who operate on behalf of iSolutions in any capacity.

1.1 What Legislative Decree No. 231/2001 Provides

A. Introduction. The Decree establishes that the Company is liable for crimes committed in its interest or advantage by:

a) persons who hold representation, administration, or management functions within the Company (so-called “senior management”);

b) persons under the direction or supervision of one of the individuals under point a).

The Company is not liable for crimes committed by the above-mentioned persons if it demonstrates that it has:

a) adopted and effectively implemented organizational and management models suitable to prevent crimes of the type that occurred;

b) entrusted an internal body within the Company with the task of supervising the operation and compliance of these models.

B. What are the responsibilities for the Company? If the Company fails to prove the above, it may incur the following sanctions:

a) Financial penalties: from a minimum of €25,823 to a maximum of €1,549,371;

b) Disqualifying sanctions (duration not less than 3 months and not exceeding 2 years):

prohibition from carrying out business activities;
suspension or revocation of authorizations, licenses, or permits instrumental to the commission of the offense;
prohibition from contracting with the Public Administration (P.A.);
exclusion from benefits, financing, contributions, or subsidies;
prohibition from advertising goods or services.

c) Confiscation of the price or profit of the crime;

d) Publication of the conviction sentence.

C. What are the risks for those who commit any of the crimes listed in the Decree? Anyone who commits one of the crimes identified in the Decree will be personally and criminally liable for their unlawful conduct.

D. What are the crimes that trigger the Company’s liability?

crimes against the Public Administration (P.A.);
crimes against the assets of the P.A.;
crimes against public faith;
corporate crimes;
terrorism-related crimes;
practices of female genital mutilation;
crimes against individual personality;
market abuse;
transnational crimes;
negligent injuries and manslaughter (Law 123/2007);
receiving stolen goods, money laundering, and use of unlawfully obtained benefits.

1.2 The Values of iSolutions

iSolutions aims to ensure that no crimes are committed by its employees, senior management, or anyone acting on behalf of the Company that could not only discredit the Company’s image but also lead to the application of financial and/or disqualifying sanctions provided by Legislative Decree No. 231/2001 in case such crimes are committed to the advantage or interest of the Company.

To this end, iSolutions has adopted this Code, which introduces a system of principles intended to inspire the conduct of all those belonging to or acting on behalf of the Company, including in relations with the Public Administration both in Italy and abroad.

Indeed, the increasing need for business integrity characterizing the current historical moment, of which the Decree is a clear example, also requires iSolutions to send a clear message in this regard to all those who come into contact with it during their work activities, whatever their role (whether as employees or clients).

It is on this basis that the Company now intends to strongly reaffirm that integrity and legality in work and business constitute and will always constitute an essential value of iSolutions, obliging it to counteract by all possible means any even minimal behavior inconsistent with the Company's values that might insinuate itself as a practice or bad habit within the corporate structure.

The Code of Ethics is an official iSolutions document containing the set of principles and rules that inform the Company's activity and those who act on its behalf; with this Code, iSolutions intends to recommend, promote, or prohibit certain behaviors beyond and independently from what is provided by the current law in the Italian Republic.

The Code of Ethics has been voluntarily adopted by iSolutions, having no legal obligation to do so, in order to apply it generally in both the internal and external relations of the Company.

1.3 Recipients of the Code of Ethics

The Recipients of the Code of Ethics are all iSolutions employees, whether permanent, fixed-term, project-based, or other; as well as agents, business brokers, intermediaries, commercial partners, consultants, internal and external collaborators, and, in general, all those who operate in any capacity on behalf of the Company, even occasionally or de facto.

iSolutions also requires its Clients to adhere to the principles of the Code of Ethics, including through contractual obligations to comply therewith. It is also desirable that the Clients themselves have their own Code of Ethics or an effective and efficient Control Model for the prevention of crimes under Legislative Decree No. 231/2001 or the corresponding internal law of the State in which the Client operates.

iSolutions undertakes to disseminate the Code of Ethics by appropriate means so that all Recipients are properly informed.

Considering the importance the Company attributes to this document, it is regarded as an integral part of every employment or collaboration agreement. Therefore, all those who come into contact with iSolutions in any capacity must commit to behavior consistent with what is set forth in the Code.

2. GENERAL PRINCIPLES
The general principles that iSolutions has adhered to since its establishment in conducting business and carrying out its corporate activities are as follows:

2.1 Compliance with the Code of Ethics
iSolutions manages and organizes its activities in accordance with the principles contained in this Code and undertakes not to initiate or continue any relationship with anyone who demonstrates a lack of alignment with its content and spirit.

2.2 Legality
iSolutions holds as an essential principle the respect for laws and regulations in force in the Italian Republic and in all countries where it operates.
A. In particular, the company bodies and employees are required to strictly observe and ensure compliance with the laws and regulations underlying the offenses referred to in Legislative Decree 231/2001, including offenses (e.g., female genital mutilation practices, market manipulation, terrorism) that currently do not impact the Company’s business.
B. This commitment also applies to consultants, collaborators, agents, business finders, and third parties acting on behalf of the Company, even without explicitly using its name, in Italy or abroad.
C. iSolutions absolutely condemns any conduct, even attempted, of corruption, extortion, or money laundering, as well as illicit payments and behaviors aimed at obtaining personal or career advantages. Such conduct is not justified even if carried out in the interest or benefit of the Company.

2.3 Business Conduct
iSolutions commits to conducting its business with fairness, legality, transparency, respect for human dignity, and clarity and integrity of information.
A. In particular, the Company undertakes to conduct business activities always pursuing the highest quality and technological innovation standards, creating new alliances and strategic partnerships or maintaining existing ones with key players in the Information Technology market, creating value for Shareholders, satisfaction for Clients, and professional growth for Collaborators.

2.4 Transparency of Information
iSolutions commits to guaranteeing transparency of information in the conduct of its activities, the management of financial resources, and the consequent accounting and reporting.
A. Anyone collaborating with the Company must provide complete, transparent, understandable, and accurate information so that third parties can make autonomous and informed decisions.
B. Accounting documents must be based on precise and verifiable information and must reflect the nature of the transaction they refer to. In particular, accounting records must allow: (i) the identification, prevention, and management, as far as possible, of financial and operational risks and frauds detrimental to the Company; (ii) controls that reasonably ensure the safeguarding of asset value and protection against losses.

2.5 Loyalty
Every internal or external relationship involving iSolutions must be based on loyalty and good faith; the Company guarantees fidelity to its word, promises, and agreements, even in the absence of written proof.
A. In particular, external communications must be truthful, clear, correct, transparent, and timely, within the limits of protecting corporate know-how, and carried out in compliance with the law and the principles of the Code of Ethics; it is not permitted to disseminate false or biased news or comments.
B. It is expressly forbidden for any Shareholder, Employee, or Collaborator to exploit their position within the Company to obtain benefits or advantages in external relationships, even of a private nature.
C. iSolutions promotes its products and services while avoiding denigration of competitors.

2.6 Confidentiality
Confidentiality is a fundamental value for iSolutions and is expressly guaranteed regarding all types of information in its possession.
A. In particular, “confidential information” includes any information relating to a project, contractual proposal (even if still in negotiation), pricing policy, corporate development strategies, events (even if future and uncertain) related to the company’s activities, as well as accounting and financial data, even consolidated, until such information is publicly disclosed according to the applicable rules.
B. Recipients of the Code must: (i) respect the confidentiality of information learned in the exercise of their duties, even after termination of the working relationship; (ii) not use confidential information acquired within the company beyond the authorization granted by iSolutions; (iii) use confidential information exclusively for corporate purposes and in a way that does not cause any economic or moral harm to the interested party; (iv) refrain from disclosing internal confidential information to third parties, even family or friends; this applies even if the disclosure could potentially benefit not the Recipient personally but related subjects; (v) observe security measures for proper custody of confidential information.
C. Additionally, all personal data relating to personnel are considered “confidential information.” iSolutions guarantees the protection of personal data of every Recipient in compliance with current Privacy laws.

3. PRINCIPLES OF INTERNAL ORGANIZATION

3.1 Appropriateness and Traceability of Company Transactions
Every operation or transaction, understood in the broadest sense, must be legitimate, coherent, appropriate, documented, recorded, and verifiable at any time.

A. Operations or transactions involving sums of money, goods, or other economically quantifiable benefits belonging to the Company, or otherwise attributable to iSolutions, must be traceable in order to be verifiable at all times.

B. Shareholders, employees, and third parties who make any purchase of goods or services, including external consulting, on behalf of the Company must act in compliance with principles of fairness, cost-effectiveness, quality, and legality, operating with the diligence of a prudent person.

3.2 Anti-Money Laundering
Within the framework of current regulations, iSolutions undertakes to adopt the most appropriate control and supervision measures to prevent any behavior aimed at committing offenses of receiving stolen goods, money laundering, and use of illicit benefits.

A. In particular, iSolutions plans to introduce measures to ensure that, even in relations with consultants, suppliers, commercial partners, and third parties, its financial resources are not used for these purposes or for the commission of any of the offenses under Legislative Decree No. 231/2001.

B. Directors who maintain relations with foreign counterparts have the obligation to monitor and implement all reasonably suitable organizational and control measures to prevent activities potentially constituting so-called transnational crimes (offenses concerning money laundering, association crimes, crimes related to migrant trafficking, offenses obstructing justice).

C. No Shareholder, Employee, Collaborator, or, more generally, Recipient of the Code of Ethics, at any level, may be involved in operations that could lead to money laundering of proceeds from criminal or illicit activities. Should any of these subjects become aware of such situations, even if not directly involved, they must promptly inform the General Directors or the competent Authorities.

3.3 Gambling
Within the framework of current regulations, iSolutions undertakes to adopt the most appropriate control and supervision measures to prevent any behavior aimed at committing gambling offenses under Articles 718 to 720 of the Italian Penal Code.

A. In particular, iSolutions plans to introduce measures, within its competence, to ensure that its software and technologies are not used for committing gambling offenses or any illegal activities related to their use.

3.4 Other Crimes Provided by Legislative Decree No. 231/2001
Within the framework of current regulations, iSolutions undertakes to adopt the most appropriate control and supervision measures to prevent any behavior aimed at committing offenses against individual personality or for terrorism or subversion of the democratic order, as well as to protect the physical and moral integrity of its workers.

3.5 Work Environment
iSolutions commits to protecting the moral and physical integrity of its employees and collaborators, ensuring a serene working environment based on attention, listening, trust, and professional recognition, in compliance with the law and the principles of this Code.

A. In particular, iSolutions does not tolerate any form of isolation, exploitation, or harassment, regardless of the cause; any discriminatory behavior based on race, language, color, religious faith, political orientation, nationality, ethnicity, age, gender, sexual orientation, marital status, disability, physical appearance, or socio-economic status is expressly prohibited.

B. iSolutions promotes working conditions that encourage creativity, active participation in corporate life, teamwork skills, and assumption of responsibility.

C. iSolutions commits to safeguarding its Employees and Collaborators from any acts of psychological violence and combating any discriminatory or harmful behavior against individuals and their ideas; the Company repudiates all forms of sexual harassment and mobbing, as well as behaviors or verbal statements that may disturb the sensitivity of a person.

3.6 Behavior in the Workplace
iSolutions commits to protecting the free expression of personality of its employees and to ensuring a work environment inspired by decency and good manners.

A. At the workplace, all Employees and Collaborators are required to wear clothing appropriate to the work context. The use of inappropriate or low-level language, both in internal and external communications, is not allowed. It is strictly forbidden to address a colleague offensively, threateningly, insultingly, or in any way insensitive to the individual’s feelings, harming the dignity of the person and the company image. All those who work with iSolutions, therefore, undertake to maintain relations among themselves and with third parties outside the Company based on respect, mutual availability, kindness, courtesy, and good education, safeguarding privacy.

B. Every Employee and Collaborator of iSolutions is responsible for protecting the resources entrusted to them. No form of alteration of company property is acceptable (for example, without authorization, loading programs other than those already installed on the company computer is not allowed). Waste and improper or personal use of any company assets are not accepted. All Collaborators have the duty to promptly inform the Directors of any damage to any company asset.

C. Employees and Collaborators must contribute to promoting internal communication, as it helps to correctly apply the values of the Code of Ethics, facilitates the exchange of information and experience, and helps maintain a serene work environment. This can be achieved through proper management of interpersonal relationships with colleagues, leading by example and promoting moments of dialogue and listening, both individual and group.

3.7 Internal Control System
iSolutions has identified its General Directors as those responsible for managing all aspects related to the dissemination and application of the Code.

A. The General Directors also have the task of receiving, analyzing, and verifying reports of Code violations, ensuring confidentiality for whistleblowers.

B. The internal control system aims to guarantee: (i) achievement of company objectives; (ii) safeguarding company assets; (iii) compliance with the Code of Ethics by all Recipients; (iv) efficiency and cost-effectiveness of business activities; (v) reliability and accuracy of information, including accounting and financial data, circulated within the company or disclosed to third parties and the market; (vi) confidentiality of company information not yet made public.

3.8 Relations with Clients
Customer satisfaction and the high-quality standards of products and services offered are of primary importance to iSolutions; the Company promotes establishing an active collaboration with its Clients for the study and design of innovative solutions.

A. iSolutions commits to anticipating, as far as possible, and in any case promptly responding to Client requests.

B. To create and maintain the above-mentioned type of relationship with the Client, iSolutions commits to: (i) not discriminate against Clients; (ii) operate in full compliance with the laws in force in the Italian Republic or any State where it operates; (iii) respect the commitments and obligations undertaken towards Clients; (iv) always behave with professional competence, collaboration, and courtesy; (v) promptly report to the competent Authorities any behavior constituting a crime by its Clients.

3.9 Gifts
Offering money, significant gifts, or benefits of any kind personally to Clients, Suppliers, Public Institutions, and Officials, directly or indirectly, to obtain undue advantages is completely contrary to iSolutions’ principles.

A. Acts of courtesy, hospitality, and offering gifts of modest value are allowed.

B. No Recipient of this Code of Ethics may receive gifts or favors other than symbolic in value or justified by the desire to establish and maintain normal courtesy relations.

4. PRINCIPLES RELATING TO CORPORATE OFFENSES

iSolutions condemns any behavior by anyone aimed at facilitating, encouraging, aiding, or inducing the Company’s Directors to violate one or more of the following principles:

4.1 iSolutions condemns any behavior aimed at altering the correctness and/or truthfulness of data and information contained in financial statements, reports, or other corporate communications required by law. All subjects involved in preparing these documents must verify with due diligence the correctness of the data and information contained therein.

4.2 iSolutions requires Directors and employees to conduct themselves correctly and transparently in carrying out their duties.

4.3 It is forbidden for the Company’s Directors to engage in any conduct that could harm the integrity of the corporate assets.

4.4 iSolutions’ Directors must not carry out any corporate transaction liable to cause, even potentially, damage to creditors.

4.5 Recipients of this Code, during inspections and audits by competent public Authorities, must maintain an attitude of maximum availability and cooperation. It is forbidden to hinder in any way the functions of public supervisory Authorities that come into contact with iSolutions in the course of their institutional duties.