ETHICAL CODE

Zipp Hub does business in e-commerce, primarily involving Italian designs and furnishings. The company sells both products of well-known brands and new designers, including on commission, all over the world.   Zipp Hub is an e-commerce platform for high-quality made-in-Italy products, whose business model is based on dropshipping: the Company does not have its own storage warehouse but draws directly from the warehouses of manufacturers/wholesalers. Over 60% of its turnover is related to sales abroad.   This Code of Ethics (“Code”) lays out the principles of value, as well as expresses the commitments, ethical and behavioral responsibilities that the Company assumes and implements in carrying on its business and which bind the conduct of anyone who works for or within the Company.    Zipp Hub  recognizes that compliance with applicable laws and regulations and observance of ethical principles are both an obligation and a critical phase for the achievement of company objectives and can increase the reputation and success of the sector.   This Code provides guidance on the minimum standards of business practice to which the company must comply and does not aim to replace or exceed national or European laws and regulations or other related professional or commercial codes.   This Code is the catalyst of the moral condition and testifies to the effort to give substance to the ethical dimension so that it is recognized by the community. This Code is an integral part of the Organization, management and control model adopted by the Company.   SECTION I – General Principles Art. 1 – Nature of the Code The Code is an official document of the Company, approved by the management body, and collects the principles above and the rules of conduct by which the Company abides, while defining the general rules that apply to all those who work with and for the Company. The main purpose of the Code is to declare the values ​​and rules of conduct to which constant reference is intended.   In addition to applying the system envisaged in the Organization and Control Model (“Model”), developed and adopted pursuant to Legislative Decree No. 231/01, the Code expresses the Company policy and is aimed at preventing not only disciplinary offenses, but also direct or indirect criminal offenses as per the legislation on the administrative liability of legal persons and that are committed or attempted in the interest and/or to the advantage of the Company by subjects operating in a management or subordinate position.   This Code, therefore, attributes and recognizes legal relevance and mandatory effectiveness to the ethical principles and behavioral standards described below, also with a view to preventing corporate offenses.   The procedures considered most relevant at the time of the drafting of the Code have been considered here. This does not detract from the fact that Zipp Hub may continue to review internal policies and procedures, taking into account contingent needs.   The violation of the principles established by the Code compromises the relationship of trust between the Company and the offender and will be pursued firmly, promptly and incisively through appropriate disciplinary procedures and proportionate penalties, regardless of the possible criminal relevance of the conduct and/or the establishment of criminal proceedings if a crime occurs, or related legal action of any other nature. Zipp Hub  therefore undertakes to comply with laws and regulations.   The ethicality of behaviors has not only their strict adherence as a paradigm: it goes beyond that, and rests in the willingness to adopt, in different situations, the highest standards of conduct.   Correctness and transparency must therefore distinguish the actions of Zipp Hub , avoiding misleading information and conduct that take unfair advantage of others’ positions of weakness or lack of knowledge.   While respecting free enterprise and private property, having affirmed the social function of the free market, maximizing the economic and financial performance of enterprises goes through proper business relations with customers and suppliers and appropriate recognition of the contribution of their employees.   To this end, transparent and objective internal procedures represent a protection factor also as per Legislative Decree No. 231/2001 regarding the administrative liability of entities.   As the policies and procedures contained in this Code summarize the benefits, lines of conduct and mutual responsibilities, the Company invites you to review them carefully. For a more detailed explanation regarding certain issues, contact the head of human resources or the supervisory board.   Any waiver of corporate conduct and ethics policies can only be implemented by the management body, and will be promptly disclosed to the extent permitted by law. This Code is part of the Company’s policies and procedures.   Art. 2 – Addressees and obligations   This Code applies to the following:

1. shareholders;
2. established corporate bodies, as well as to any person who exercises, including in a de facto manner, the powers of representation, decision-making or control within the Company;
3. Company personnel, including collaborators, agents, etc.;
4. consultants and suppliers of goods and services, including professional ones, subcontractors and to anyone who carries out activities in the name and on behalf of the Company or under its control;
5. third parties with dealings with the Company, including customers.

  The above addressees of the Code must observe and respect its principles and to comply with its rules of conduct.   Knowledge and compliance with the provisions of the code are an essential requirement for the establishment and maintenance of collaborative relationships with third parties, towards which Zipp Hub undertakes to provide all related information in a context of absolute transparency.   Addressees under categories 1., 2., 3., in the event of breach of the provisions of the Code are subject to disciplinary penalties, given the mandatory nature of the Code pursuant to and for the purposes of Articles 2014 (diligence of the employee) and 2015 of the Italian Civil Code (duty of loyalty).   The disciplinary system of the Company expressly envisages the termination of the employment relationship in the presence of conduct of significant gravity, without prejudice to the request for compensation for damages in accordance with the Statute of Workers and the applicable National Collective Bargaining Agreements.   In the event of breach by the addresses under 4. and 5. above, this may constitute an express termination clause of the relationship due to attributable non-fulfillment.   Art. 3 – Validity of the Code   The Code enters into force on the date of its approval by the Company’s management body.   To be binding, the Code must be shared within the Company by delivering a copy to the shareholders, the board of directors, and staff; a copy must also be posted on the company bulletin board; the Code is also outsourced through specific information sent to customers, suppliers, subcontractors and consultants – with an express request to adhere to the principles set out in relation to their possible involvement in activities at risk of offenses – as well as by publication on the Zipp Hub website.   Further copies of this Code must, however, be available at the Company’s registered office, kept by the management body.   The above is without prejudice to the right to modify, add to and update the Code, subject to the approval of the management and the opinion of the supervisory board established, on a periodic basis, or when the need arises.   The addressees under Art. 2 must immediately be notified regarding any changes.   Art. 4 – Interpretation of the Code   Any conflicts of interpretation between the principles and contents of the Company’s procedures and the Code are to be considered resolved in favor of the latter.   The management body and the supervisory board, the latter of which is described in greater detail below, must see to resolving any issues regarding the interpretation and application of the Code.   Art. 5 – Supervisory activities, violations and penalties   The supervisory function regarding compliance and functioning of the Code and the Organization, Management and Control Model is attributed to the supervisory board (hereinafter: SB).   The SB detects through any source of knowledge, any violations of the Code and reports them to the management body, which formally charges the violators, imposing on them the penalties envisaged under the adopted disciplinary system, depending on the type of breach, and on a basis commensurate with the seriousness of the circumstances and after the necessary coordination with the corporate bodies and trade unions.   In particular, with regard to subordinate workers, the penalty for regulatory offenses is imposed in compliance with Articles 2103, 2106 and 2118 of the Italian Civil Code, Article 7 of Workers’ Statute No. 300/1970, as well as the regulations in force at the time of the commission of the act regarding dismissals and the procedures set forth in the National Collective Labor Agreement applicable to the specific case.   In contractual relationships, depending on the seriousness of the violation, the signed contract can be terminated for serious non-fulfillment, as per Articles 1453 and 1455 of the Italian Civil Code.   Where the offender is a member of the Company management, the alleged breach by a member of the management and/or control bodies is assessed based on its gravity and may result in the revocation for just cause of the appointment, approved by the administrative body.   If the offender is a shareholder, the SB assesses, in coordination with the directors, the seriousness of the violation for the purpose of imposing the penalty.   SECTION II – VALUE PRINCIPLES Art. 6 – General policy on equal employment opportunities   The company is committed to guaranteeing equal employment opportunities. All business decisions, policies and procedures comply with anti-discrimination laws. The Company will not practice or tolerate illegal discrimination (including any form of unlawful harassment). The Company’s policy is addressed to all officers, managers, employees and candidates of the Company. All of these individuals are, at the same time, protected by and bound by this Code.   Art. 7 – Penalties foreseen for the violation of Zipp Hub‘s equal employment opportunities policy   Any officer, manager or employee who, after due investigation, is found guilty of discrimination, harassment or retaliation against another person, will be subject to appropriate disciplinary penalties. Even if the person’s conduct does not legally constitute discrimination, harassment, or retaliation, any officer, manager, or employee who engages in behavior that is inappropriate and inconsistent with this Code will undergo disciplinary penalties.   Art. 8 – Business ethics   Zipp Hub ensures that all the parties operating within it comply with the principles of correctness and loyalty in the performance of their internal and external functions, also for the purpose of maintaining the image and the relationship of trust established with the Customers, as well as to own internal. In no case may the interest or advantage of the Company induce and/or justify dishonest conduct.   The Company, complying with the principle of transparency, undertakes to disclose correct, clear, truthful and complete information in favor of third parties.   In compliance with national and EU antitrust regulations, as well as the guidelines and directives of the Italian Antitrust Authority, the Company does not engage in conduct or sign agreements that could negatively influence the competition regime between the various operators in the reference market. or prejudice users and consumers in general, informing their behavior to commercial fairness, preventing and condemning unfair practices of any kind and nature.   With a view to synergy and efficiency of business processes, the Company complies with a top-down model whereby each individual member of the Company, based on his or her position within the company organizational chart, assessed mainly on merit criteria, is responsible for their own actions and omissions.   The individuals who hold management, representation and control functions within the company, also at departmental or function level, supervise and coordinate the subordinate and/or coordinated personnel, whose actions they comply with the terms of the law.   The individuals operating within the Company, or those to whom it entrusts the performance of certain services, have proven requisites of competence, professionalism and experience; the Company constantly takes care of training, updating and growth in the role.   The Company prevents and condemns any form of discrimination and/or abuse both in internal and external relationships.   The Company ensures its personnel decent working conditions in safe, hygienic and healthy environments and adopts every initiative and intervention aimed at preventing the occurrence of accidents, constantly updating and maintaining all the related safeguards, committing itself to respecting and ensuring compliance with current safety regulations. The Company prepares and communicates the corresponding implementation guidelines for this purpose; finally, it promotes the participation of employees in the process of risk prevention and the protection of health in relation to themselves, colleagues and third parties.   Zipp Hub contributes to the spread and awareness of environmental protection issues and manages its activities in an eco-friendly manner, in compliance with national and EU regulations in force, pursuing excellence and setting as its goal the continuous improvement of its performance in this regard. The environment is a primary asset that Zipp Hub safeguards, in compliance with the principles of sustainable development, considering the environmental impact of new activities, responsibly and consciously using resources – including natural resources – and maintaining high indexes of safety and environmental protection through the implementation of effective management systems. To this end, the Company carries out its activities by seeking a continuous balance between efficiency and social and environmental needs, paying great attention to placing on the market above all products that are designed and manufactured with a view to sustainability.   The Company complies with the implementation of data protection requirements, as well as compliance with the recommendations and notices of the Italian Data Protection Authority.   Each employee is obliged not to use or publicize confidential information and data except to the extent required by law and in accordance with the performance of his or her duties. The Company is committed to ensuring the customer satisfaction of its Customers, both current and potential, and responds to the demands and expectations of users with the intention of providing, in its field of business, increasingly competitive services marked by high quality standards, maximum professionalism and flexibility.   CHAPTER III – BEHAVIORAL CRITERIA   Art. 9 – Corporate Governance   Zipp Hub considers an adequate and effective control environment to be a fundamental element of its organization, understood as a set of tools, processes and bodies necessary and useful for directing, managing and verifying business operations with a view to efficient and ethical business operation.  

• a) Shareholders

The Shareholders are the first addressees of the Code and undertake to respect, promote and share it.   The Company ensures that Shareholders do not place themselves in conflict with corporate interests by pursuing their own or third parties’ interests, or by engaging in biased behavior and, in any case, by operating in conflict with business activities.  

• b) Directors

  The Company involves all directors in the adoption of decisions which fall within their responsibility, guaranteeing the interests of the minority and ensuring timely and comprehensive information, as well as transparency and accessibility to relevant data and information. The management body, aware of its role and responsibility and of the leadership function towards those who work in the Company, performs its functions with professionalism, autonomy and independence.   The directors and those who perform their functions, even in delegated form, must not prevent or hinder the control activity by the persons in charge. Anyone, within the scope of their remit, must participate and facilitate the operation of the corporate control system, raising the awareness of staff in this regard.   The directors have the duty to refrain from any collateral activity that may harm the interests of the Company, or from pursuing their own interests or those of third parties, even if only potentially conflicting and/or prejudicial to the Company itself. In this case, they are subject to the burden of timely information to the SB.   The management body undertakes to enforce both the values ​​set out in this Code, promoting its sharing and spread also to third parties, and the requirements set out in the Model adopted by the Company for the purpose of preventing crimes.   Art. 10 – Human resources and personnel policy   The Company pays significant attention to the recruitment of personnel, ensuring compliance with the values ​​of equal opportunity and equality in line with the provisions of the law on the subject, with the Statute of Workers and the applicable National Collective Labor Agreement.  

• a) Recruiting and staff relationships with the Company

  The head of the human department and, in their absence, the managing director or another person delegated by such person, has the task of verifying the correspondence of the candidates’ profile to the Company’s needs, in compliance with the principles established by legislation and the mandatory training of personnel under protected categories.   Hiring requires the valid signing between the Company and the candidate of the applicable employment contract, which must indicate all the fundamental elements of the established relationship.   Upon hiring and during the first period of company insertion, each employee receives accurate training and information regarding their duties, safety and hygiene measures at work, environmental protection and value principles and rules of conduct provided for by the Code and the Model.   Employment relationships are based on principles of mutual respect, fair treatment and meritocracy. The Company opposes and punishes any form of favoritism or discrimination and favors the inclusion of young people in whom to invest to ensure the growth and development of the business.   The management of the relationship and the choice of the type of contract are based on a careful assessment of the individual’s background, taking into account the requests and needs of the individual and adopting flexible contractual models among those offered by current legislation.   Supervisory power is exercised with objectivity and balance in full compliance with the rights of the staff: likewise, the staff lends the widest collaboration in observing the instructions given by the subjects in top positions, carrying out the tasks assigned with the utmost diligence and expertise in compliance with Article 2014 of the Italian Civil Code.  

• b) Employment standards

  By agreeing to work for Zipp Hub , employees undertake, vis-à-vis the Company and their colleagues, to respect certain rules of conduct and conduct.   The purpose of these rules is not to limit the rights of employees, but to make them understand the type of conduct required. The expectations of Zipp Hub towards employees are as follows:  

• to behave and manage all work activities in an ethical and honest way;
• to face one’s own responsibilities at work and the Company’s objectives with enthusiasm, professionalism and safety;
• to promote cordiality in relations with employees, customers and suppliers in a spirit of courtesy, cooperation and concern;
• to act with all employees, customers, and suppliers without discrimination;
• to be physically and mentally fit to work in the workplace (eg not under the influence of alcohol or drugs);
• to duly and punctually come  to the workplace, minimizing absences, delays and early departures;
• to notify in advance in the event of unavoidable absence or delay in accordance with the established policy;
• to carry out their work responsibilities fully and effectively;
• to remain actively engaged in the performance of their duties throughout working hours;
• to carry out their work duties with prudence and attention, in full compliance with all health and safety regulations;
• to preserve the confidentiality of information acquired in the course of work, generally not in the public domain;
• to avoid adopting a conduct that could give rise to an actual or potential conflict of interest;
• to protect Company property in order to avoid damage, loss, abuse or theft;
• to report accidents, injuries (their own or those of colleagues), fires, thefts or other unusual incidents immediately after they occur, or as soon as they are discovered;
• to respect all Company policies, rules and procedures, as well as specific instructions from their supervisor;
• to refrain from using Company property, services or materials for personal purposes;
• to make sure their appearance, speech and attitude are in line with high standards of professionalism and decorum.

  Art. 11 – Confidentiality   At times, in carrying out their respective functions, the addressees of this Code could come to fill the role of trusted person and receive or contribute to the creation of confidential and/or confidential information regarding the services of Zipp Hub .   This confidential and/or confidential information includes, but is not limited to: business, marketing, legal and accounting policies, policies, plans, procedures, strategies and techniques; information regarding the profits and methods of doing business of our Company; research and development projects, plans and results; names and addresses of the Company’s employees, suppliers, customers and potential customers; financial information, credit information and pricing; and any other data or information concerning the Company’s activities, generally not in the public domain.   It is forbidden to use or disclose such confidential and/or confidential information during the period of employment at the Company or after the end of the employment relationship, except in case of necessity during the performance of work duties on behalf of Zipp Hub and in the protection of the Company’s interests.   The use or disclosure of confidential and/or confidential information that violates this Policy will result in the application of appropriate disciplinary penalties. In particular, all calls or requests for information received, regarding the activities of the Company, must be reported exclusively to the process manager who manages the activity/business in question.   If in doubt, any member of management should be addressed for clarification.   In addition, it is forbidden to discuss confidential information about the Company or its activities in elevators, corridors, restaurants, customers or any public places where others might overhear.   Art. 12 – Business Ethics and Conflicts of Interest   A basic principle of ethical conduct requires that each Zipp Hub employee positively support the Company’s business activities, both within and outside the workplace. An important method of fulfilling this commitment is to make sure that business negotiations are never influenced – even in appearance – by personal interests.   In particular, and only by way of example, during the period of employment with the Company, employees must never, either directly or indirectly:  

• work for, be associated with, provide services or materials of any kind to, or receive compensation from any competitor of the Company;
• have financial interests in any of the Company’s customers, prospects, competitors, suppliers or vendors;
• demand gifts, money, services or anything of value from any of the Company’s competitors, customers, potential customers or suppliers;
• accept gifts, money, services or anything of value from any of the Company’s competitors, customers, potential customers or suppliers;
• work  or collaborate in any way, regardless of the nature of such collaboration, outside the Company in such a way that could interfere or conflict with the duties and responsibilities towards Zipp Hub ;
• use the Company name for any outside activity, including sponsoring sports teams, supporting charitable organizations, and/or conducting business with outside entities without the approval of a Company executive.

  This does not prevent socializing with customers, competitors, and suppliers, but employees, in socializing, must not breach any of the above and must prevent conflicts of interest, including potential ones, from arising.   To understand whether specific employment or external activity could give rise to a real or only potential conflict of interest, or interfere with their responsibilities towards the Company, the employee is invited to contact the head of the human resources department and to verify the situation along with these. In more complex and delicate cases, the office manager, in turn, may contact the managing director.   All employees are required to report any actual or suspected violation of Company policies and procedures or applicable national and local laws and regulations. Employees are encouraged to report such actual or suspected violations to their superiors. The company undertakes to objectively examine all complaints received, in collaboration with the SB, and to take the necessary measures.   All employees are required to declare that they have read and are aware that the Company will apply zero tolerance in the event of violations of this policy and the obligations it implies.   Art. 13 – Relations with the Public Administration Zipp Hub ’s commitment is entirely aimed at achieving the highest standards of integrity. This means doing business ethically and in compliance with all applicable laws and regulations.   Employees, collaborators, and in general those who are comparable to Company staff must understand that any unlawful activity could damage the reputation of the Company and cause serious negative consequences both for them and for the Company and the individuals involved.   Moreover, all employees should avoid any practice that could even lead to suspicion of illegal action. The purpose of this policy is to affirm the required standards of conduct. The Company emphasizes that this fundamental commitment to do business in an ethical manner and in compliance with all applicable laws and regulations takes on particular importance in relation to procurement contracts involving public bodies.   Zipp Hub  is committed to ethical and legal conduct, as described below, and its employees are required to comply with the Company’s policies and procedures, as well as with applicable state and local laws and regulations. This obligation also includes the following points:   

• All employees are prohibited from giving, offering or promising values ​​of any kind to public officials in order to influence or reward an official act.
• It is forbidden for all employees to give or offer values ​​of any kind to public officials with the intent of obtaining a contract or preferential treatment.
• It is forbidden for all employees to give, attempt to give, offer and demand, accept or attempt to accept any kind of cash gift to a direct contractor, to the employee of a direct contractor, to a direct subcontractor or to the employee of a direct subcontractor for the purpose of obtaining or unlawfully rewarding a preferential treatment related to a direct public procurement or to a subcontracting in the case of a direct procurement.
• In order to avoid even the suspicion of unlawful actions, the Company’s policy prohibits all employees from accepting valuables of any kind for personal use or consumption from any employee or representative of any seller or subcontractor.

  Zipp Hub will not tolerate violations of the Company’s policies and procedures, nor of applicable state and local laws and regulations.   Any infringement of this Code in public and private procurement will be subject to disciplinary penalties, which may even lead to the termination of the employment contract, and could have criminal and/or civil consequences for the persons involved.   All employees are required to report any actual or suspected violation of Company policies and procedures or applicable state and local laws and regulations. Employees are encouraged to report such actual or suspected violations to their superiors.   Zipp Hub undertakes to objectively examine all complaints received, in collaboration with the SB and to take the necessary measures. All employees are required to declare that they have read and are aware that the Company will apply zero tolerance in the event of violations of this Code and the obligations it implies.   The Company also ensures maximum availability and collaboration in relations with Public Authorities, such as the Italian Data Protection Authority or the Italian Antitrust Authority on the occasion of inspections and verifications; it also ensures, if required or required, complete information, provision of data and documentation in compliance with the principles of transparency and correctness and the institutional functions of the authorities.   The SB ensures that relations with the authorities are respectful of the principles and values ​​set out, identifies and reports any violations and responsibilities of offenders to the managing director.   The Company prevents and opposes any active or passive conduct that materializes in artifices and deception carried out, by any means, by an individual within the Company and aimed at unjustifiably obtaining financing, subsidies or provisions provided by public entities. national and/or community, or to distract their restricted use.   In the event of disbursement, the Company has a reporting obligation in relation to these attributions.   As part of the business activities aimed at obtaining licenses, permits, administrative concessions and the like, members of the Company must base their work on the utmost diligence, correctness and attention.   The Company actively collaborates, if necessary, with the judicial authorities, law enforcement agencies and any public official in the context of inspections, controls, investigations or judicial proceedings.   Art. 14 – External relations   The Company’s goal is to increase the degree of satisfaction and appreciation of its services, raising awareness of the needs of customers, including potential ones, and providing comprehensive prior information.   These relationships are managed according to criteria of collaboration, availability, professionalism and transparency, in compliance with confidentiality, in order to build solid and lasting relationships characterized by mutual trust.   The choice of suppliers is based on a careful technical and economic evaluation in consideration of the following parameters: analysis of the products, the offer, economic convenience, technical and professional suitability, competence and reliability.    Sharing the Code is an indispensable prerequisite for the establishment and maintenance of supply relationships. The products and/or services supplied must in any case be compliant with and justified by concrete business needs, motivated and illustrated in writing by the managers who are responsible for undertaking spending commitments, within the limits of the available budget.   As part of ongoing relationships for the supply of goods and services, as well as with any potential supplier, the Company maintains relationships based on the principles of good faith and transparency and respect for the values ​​of fairness, impartiality, loyalty and equal opportunities.   At the end of each relationship and, in any case, before completing payment for supplies received, the Company verifies the quality, adequacy and timeliness of the service received and the fulfillment of all the obligations assumed by the counterparty and complies with the requirements of tax regulations.   Relations with external consultants, collaborators and any outsourcers are based on the same principles and selection criteria.   The Company, in order to protect its image and to protect its resources, does not entertain relations of any kind with parties who do not operate in compliance with applicable regulations or who refuse to adapt to its procedures or to the principles and values under the Code.   Members of the Company are forbidden to ask for favors, gifts and/or other benefits from consultants and suppliers, or to give or promise them similar benefits, even if aimed at optimizing the relationship with Zipp Hub .   Compliance with these provisions is entrusted to the SB, which reports any ascertained violations to the management body. The members of the Company must report to the SB any circumstances that could constitute non-compliance of the provisions of this section.   The Company bases its relationships with its business partners and competing companies on timely compliance with the law, market rules, the inspiring principles of fair competition, and counteracting any form of unlawful or collusive agreement or conduct.   The Company maintains constant relations with trade unions to ensure a participatory dialogue and shared decisions on the social issues that regard it.   Relations with the mass media are managed on behalf of the Company by the managing director, or by a person to whom the function of press officer or spokesperson has also been assigned pro tempore, in order to ensure the safety, consistency, completeness, uniformity and unequivocal nature of the information.   Staff, even if requested to do so, are prohibited from having relations with the mass media or issuing public statements, disclosing data and information concerning the Company, even more so if they are capable of influencing and/or compromising the business  image of Zipp Hub .   Art. 15 – Protection of privacy   The Company complies with the Privacy Code updated under Legislative Decree No. 53/2019 and Legislative Decree No. 101/2018 in complying with the GDPR.   The Company operates in compliance with the rights of those dealing with the protection of personal data, whether they are employees, collaborators, customers or suppliers and provides them with complete and updated information on the processing of data – both ordinary and potentially sensitive – acquired or that will be acquired and/or processed over the course of business and requires informed consent whenever this is necessary.   Unless specifically reported to the data subjects, such data cannot be communicated, disclosed or used for other purposes than those imposed by the law and by the National Collective Bargaining Agreement in force, both inside and outside the Company. The Company has appointed an internal manager, as well as individuals in charge of data processing who are responsible for complying with the sector regulations.   Persons working within the Company, both in senior and subordinate positions, are prohibited from altering the functioning of the IT and online system in any way, or from modifying in any way on data, information and programs installed in order to directly and/or indirectly procure advantages or utility for the business activity.   The Company assured data subjects that their personal data is processed according to the appropriate minimum security measures in compliance with current legislation, at its headquarters, and always by authorized personnel.   Zipp Hub continuously monitors the updating of its security measures.   Art. 16 – Accounting and financial management The Company provides a clear, correct and truthful representation of its registrations made in accordance with the Italian Civil Code, accounting principles, and in compliance with applicable tax regulations, in order to ensure transparency and timeliness of verification. Zipp Hub also prevents the creation of false, incomplete or misleading registrations so that no unbudgeted, secret, or unregistered funds or those held in personal accounts, or invoices for wholly or partially non-existent transactions, are issued or registered.   In accordance with applicable law, directors are expressly forbidden from representing, in the financial statements, in the company books and in communications addressed to shareholders and/or third parties, facts that do not correspond to the truth, or from omitting information regarding the economic, equity and financial situation of Zipp Hub in order to mislead the recipients of such information, cause financial damage to the shareholders and corporate creditors, or conduct themselves in such a way that goes against applicable tax legislation.   To this end, according to the principle of control represented by the separation of duties, the individual accounting operations and their subsequent supervision and review are carried out by different subjects whose remit is clearly identified within the Company, avoiding their being attributed unlimited and/or excessive powers.   Any action or omission capable of preventing, hindering or distorting the control activities reserved for shareholders or attributed to internal and control bodies outside the Company is prohibited.   It is expressly forbidden for anyone to use the Company’s funds without authorization and to establish, hold and manage funds, including foreign ones, not resulting from official accounting.   Any violations of this section must be promptly reported by anyone who is aware of them, to the SB and the management body.   Company procedures and the organization, management and control model as per Legislative Decree No. 231/2001 govern the conduct of economic operations and transactions from which it must be possible to identify, in relation to the financial resources used or to be used, the authorization, consistency, congruity, proper recording and verifiability of such operations and transactions.   The coordinated system of internal supervision contributes to the improvement of management efficiency and constitutes an indispensable support tool for managerial action.   The parties who have the powers of disbursement of economic resources and of collection on behalf of the Company must be different from the persons in charge of supervision.   Corporate communications must be clear, truthful, correct, transparent and exhaustive; they must comply with the principles, criteria and formalities envisaged under the Italian Civil Code, accounting principles, and in compliance with tax legislation, as well as special laws and applicable regulations.   The annual or interim financial statements, the information prospectuses, the company books and, in general, the reports or communications on the economic, equity and financial situation required by law, the accounting records and the company books of Zipp Hub are documents drawn up according to the principles of transparency and fairness.   The staff is made aware in order to prevent operations that could lead to money laundering.   The Company may grant contributions and sponsorships to private individuals and public and non-profit entities, especially if aimed at social, cultural and solidarity objectives, in compliance with the provisions of accounting, civil and tax regulations.   Art. 17 – Prevention of offenses under Legislative Decree No. 231/01   Legislative Decree No. 231/2001 introduced the principle of the administrative liability of companies due to an unlawful act committed in their interest or to the advantage of individuals in senior or subordinate positions.   Articles 6 and 7 of Legislative Decree No. 231/2001 grant, however, the possibility for the company to be exonerated from liability in the event that it, of its own accord, adopted and actually implemented an organization, management and control model suitable to prevent the commission of offenses, entrusting the SB with the power of supervision to prevent such offenses.   In order to identify and delimit the risk of such offenses, the Company has carried out an assessment of the risks connected to its business and related functions with regard to the potential verification of such offenses and has adopted the Model referred to under the second section above.   The Model must be updated by the SB when additions are made to Legislative Decree No. 231/2001, or if new areas of risk emerge within the Company.   This Code coordinates and integrates the model adopted by Zipp Hub , synergistically with which it identifies the standards of conduct which the individuals operating in the areas/functions assessed and registered as at risk of crime must comply.   The individuals operating in these areas, functions and/or directions must abide by the envisaged Code, or risk the penalties envisaged under the disciplinary system.   The SB is the corporate entity in charge of supervisory activities as well as updating and adapting the Model. It is autonomous and independent, distinct from the ownership and management of the Company, but inherent to the Company’s business activity by virtue of coordination with the managing and supervisory bodies, and continuously performs its functions.   The SB is composed of individuals with the necessary requisites of integrity, professionalism and independence, as well as skill and experience in the areas of interest.   When appointing the SB, the management body determines the number of members and organization, establishes the term of office, the replacement of members, the renewal of terms, budget, and remuneration.   Within these limits and based on the powers attributed by the Model, the SB has its own structural and economic/financial resources, has the power of self-determination regarding its own organization, regulation and functioning and, in carrying out its mandate, can be assisted, if necessary , by external consultants.   The SB, in carrying out its powers, wil:  

• interpret, apply and monitor compliance with the Code;
• monitor compliance, operation, updating and optimization of the Model and the Code;
• carry out inspections, monitoring and coordination with other internal/external bodies;
• identify and report any offenders to the appointed bodies, setting the disciplinary procedure in motion.

  For these activities, the SB draws up a report to the management body on the state of progress of the implementation process of both the Code and the Model at intervals to be defined, describing any necessary interventions to improve the functionality and effectiveness of the prevention system.   In fulfilling its functions, the SB constantly interacts with the corporate management, as well as with the managers of the individual areas who are required to provide a constant flow of information and to coordinate with it, as well as to make available the documentation necessary to perform checks.   The SB, in carrying out its duties, if necessary,  interacts with external entities such as supervisory authorities or branches of the Public Administration. SECTION IV – CLOSING RULES Art. 18 – Reference to applicable law   The content of this Code must be coordinated with the provisions of the Company’s articles of association, the Italian Civil Code, the Italian Criminal Code, and special laws with reference to the criminal offenses related to business activity, as well as with the Workers’ Statute and the National Collective Bargaining Agreement, and any other applicable laws or regulations.   The Code is implemented in coordination with the requirements of the Model adopted by the Company.   The Code automatically incorporates all present and future regulations defining the offenses that lead to the administrative liability of a company, as well as aimed at the prevention of crimes against the economic system and constitutes an indispensable safeguard for the Company and its business.   Art. 19 – Implementation    The SB is delegated by the managing body with the responsibility of managing all aspects related to the disclosure and application of the Code and the Model. The SB avails itself of the collaboration of the members of the board of directors and of the parties it delegates, in investigations connected with operating procedures and for the reporting and handling of violations which are its responsibility to define.   These procedures, in allowing an adequate safeguard of confidentiality, must regulate the matter in order to ensure a general correctness of the process, in order to avoid reports of little importance, not supported by facts or completely unfounded, in order to adopt decisions only with reference to significant violations. To this end, the supervisory board analyzes and verifies the reports of potential violations of the Code and the Model received in specific ways (e.g.  fax, e-mail).   The SB is, however, entitled to directly collect any evidence of violations of the Code and the Model.   The SB is a point of reference for the interpretation of the Code and the Model, makes use of structures, including external ones, for the periodic verification and updating of the Code and the Model, also ensuring effective communication, training and involvement processes, coordinating initiatives to circulate them and ensure they are understood.   The board of directors, assisted by the individuals it may delegate, is responsible for preparing and implementing, based on the indications of the supervisory board, appropriate internal communication and training plans on the ethical principles with which Zipp Hub has complied; similar plans are prepared to make the system adopted and the procedures for reporting any violations known externally.   Management has first-hand responsibility in relation to the Code and the Model. To this end, it must conduct itself in line with the above principles to set an example for its collaborators, who must be managed in such a way as to perceive compliance with the underlying values ​​as an essential part of their work.   Management stimulates its employees to a common analysis of the aspects related to the application and interpretation of the organization and control system implemented.   The board of directors promptly reports to the SB any cases of possible violation of the Code and the Model in order to take the appropriate measures.   Compliance with the principles and rules of the Code and their circulation and application within the scope of assigned responsibilities are an essential and integral part of the contractual obligations of each employee.