GOVERNANCE

Legislative Decree No. 231 of June 8, 2001 ("the Decree") regulating the administrative liability of legal entities, companies, and associations, including those without legal personality, introduced into our legal system the regime of collective entities’ liability for crimes committed by their representatives.

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The Decree provides the option (not the obligation) to adopt an organizational, management, and control model aimed at preventing the commission of predicate offenses. The adoption and effective implementation of the model allow the company to be exempt from administrative liability, provided that the task of overseeing its operation has been entrusted to a supervisory body with independent control powers, there has been no insufficient oversight, and those who committed the crime fraudulently evaded the model.

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VGS Costruzioni Srl has deemed it in line with the company's policies to proceed with the implementation and adoption of its own organizational, management, and control model (the "Organizational Model"), which sets out and incorporates behavioral principles, conduct protocols, and best corporate practices.

The Organizational Model consists of a general part and a special part.

In the general part, after a brief introduction to the regulatory framework, the main organizational and corporate data are presented, along with a description of the functions involved in risk-crime assessment, control, reporting, and updating the Organizational Model.

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In the special part, the conduct protocols adopted by VGS Costruzioni Srl are outlined to prevent any potential risk of committing relevant predicate crimes.

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The Organizational Model includes, as an integral and essential part, an Ethical Code that describes the principles and criteria of conduct that guide every aspect of the company's business activity (the "Ethical Code").

Like the Organizational Model, the Ethical Code also defines conduct criteria applicable to both the management of corporate relations and the relationships with external parties to the Company by anyone working for VGS Costruzioni Srl.

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The company is available to provide any further information regarding the content and application of the Organizational Model and the Ethical Code.

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REPORTS TO THE SUPERVISORY BODY

Anyone who is aware of behaviors or actions that may constitute the commission of a relevant offense under Legislative Decree No. 231/2001 or violations of the principles or rules contained in the Organizational Model or the Ethical Code can report them to the Supervisory Body, which can be reached at the following contact details:

• Supervisory Body's email: odv@vgscostruzioni.com

• Supervisory Body of VGS Costruzioni Srl, Corso Vinzaglio No. 4, Turin

You can download the Ethical Code and the General Part of the Model 231 below:

• Ethical Code

• General Part of the MOG 231