CODE OF CONDUCT

Approved by Resolution of the Board of Directors on 30/05/2017

Contents

1. INTRODUCTION
2. GENERAL PRINCIPLES
   2.1 Recipients
   2.2 People S.r.l.’s commitment
   2.3 Obligations for all employee
   2.4 Further obligations for Managers of Business Units and function
   2.5 Applicability of the code to third parties
   2.6 Contractual value of the Code
3. CONDUCT IN MANAGING BUSINESS
   3.1 General rules
   3.2 Corruption
   3.3 Gifts, payments and other benefits
   3.4 Conflict of interest
   3.5 Relations with shareholders
   3.6 Relations with suppliers
   3.7 Relations with clients
   3.8 Proper use of company property
4. EXTERNAL RELATIONS
   4.1 Relations with Political Parties, Trade Unions and Associations
   4.2 Relations with Public institutions
   4.3 Contributions and sponsorships
   4.4 Relations with the Judicial Authority
   4.5 Care and respect for the environment
5. STAFF POLICIES
   5.1 Human Resources management
   5.2 Non-discrimination and respect for colleagues
   5.3 Abuse of alcohol and drugs
   5.4 Smoking
6. TRANSPARENCY OF ACCOUNTING INFORMATION AND INTERNAL CONTROLS
   6.1 Accounting information
   6.2 Internal controls
   6.3 Anti-money laundering and anti-terrorism
7. ADOPTION, EFFICACY AND MODIFICATIONS

1. INTRODUCTION

The Code of Conduct (henceforth: “Code”) expresses the principles of conduct which People S.r.l. (henceforth just “Company” or “People”) draws on in performing its work, in the pursuit of transparency and fairness in its operations.

All People’s work must be carried out in compliance with the law, with the rules of fair competition, with honesty, integrity, rectitude and good faith, respecting the legitimate interests of clients, employees, commercial and financial partners, suppliers and the environment. All those who work in the Company, without distinction or exception, are committed to complying with these rules and having them complied with within the scope of their work and responsibility. The belief of acting to People’s benefit can never justify any behaviour conflicting with these principles.

People considers maintaining its good reputation essential. To the world in general it aims for social approval, attracting the best human resources, satisfying the market and institutions it works with, balance with its suppliers and reliability for third parties in general.

The Code consists of:

• the principles of conduct governing People S.r.l.’s behaviour
• the criteria of conduct to use in relations with all stakeholders with which People interacts
• identifying mechanisms that form the control system for assuring the correct application of the Code.

The principles stated in the Code are contractual in nature and require compliance with the same by the directors, managers, employees, consultants and anyone who establishes with People, in any capacity, directly or indirectly, permanently or temporarily, in Italy or abroad, relationships of collaboration or partnership.

The Company undertakes to guarantee compliance with the principles of conduct in the Code by all recipients. To this end, People will be responsible for making everyone concerned aware of the Code and promoting compliance, and, to ensure its widest possible dissemination, is also publishing the Code on the company website.

2 GENERAL PRINCIPLES

2.1 Recipients
The Code is binding and applies to members of the Board of Directors, Managers and Employees of the Company, wherever they work, whether in Italy or abroad, as well as to external collaborators and consultants acting in the name and/or on behalf of the Company. Also clients, suppliers and anyone else who has relationships of any kind with the Company (henceforth: “Recipients”) are required to comply with the provisions of this document.

Managers must give substance to the values and principles of the Code by taking responsibility internally and externally and strengthening trust, cohesion and group spirit.

Apart from complying with the laws and regulations in the countries where they work, all People’s employees and other subjects working towards achieving the Company’s objective must adjust their actions and behaviours to the principles, the objectives and the commitments set forth by the Code. Each employee must provide professional contributions appropriate to the responsibilities assigned and must act in such a way as to maintain the prestige and image of People.

Each Recipient is required to know the Code, to actively enforce its implementation and to report any failings to the department concerned.
For full compliance with the Code, each employee, if becoming aware of situations that, actually or potentially, could be a significant violation of the Code, must promptly report them to Human Resources.

2.2 People S.r.l.’s commitments
People assures:
1) that the Code will be delivered to all Recipients
2) that the Code will be updated to bring it in line with the evolution in civil sensibilities and in regulations applicable to the Code
3) that every notification about violating the Code’s rules will be verified
4) that the facts will be assessed and that appropriate sanctions will be applied if a violation is ascertained
5) that no-one shall suffer reprisals of any kind for having informed about possible violations of the Code or the applicable regulations.

2.3 Obligations for all employees
Each employee is asked to read the provisions contained in the Code and the applicable regulations that govern the actions of each employee’s work. People’s employees have the obligation to:
1) refrain from behaviours contrary to these rules
2) contact their superiors or Human Resources if requiring clarification on the ways of applying these rules
3) promptly report to Human Resources, also confidentially, any information about potential violation of the rules witnessed directly or reported by others, and about any request made to them to violate such rules.

People prohibits any retaliation against subjects who report a violation of the Code.

2.4 Further obligations for Managers of Business Units and Functions
All Managers of each Business Unit/Function has the obligation to:
1) set an example to their colleagues by their own conduct and to encourage employees to comply with the Code and the applicable procedures
2) make sure that colleagues understand that compliance with the rules of the Code and with the procedures and safety rules is an essential part of the quality of their work performance
3) carefully select internal and external collaborators, each to their own competence, to ensure that assignments are not entrusted to persons who cannot be fully relied on to comply with the Code’s rules and the procedures
4) take immediate corrective measures when required by the situation.

2.5 Applicability of the code to third parties
All People’s employees according to their roles, with regard relations with third parties, must:
1) inform them properly about the commitments and obligations imposed by the Code
2) require compliance with the obligations that directly concern their activities
3) include specific contractual clauses about compliance with the Company’s Code.

2.6 Contractual value of the Code
Complying with the rules in this Code must be considered an essential part of the contractual obligations of People’s employees pursuant to Article 2104 of the Italian Civil Code (Diligence of the employee).

Violating the rules in the Code may constitute a breach of the primary obligations of employment or a disciplinary offence, with all the legal consequences up to and including dismissal from employment, and may result in a claim for damages deriving from such violation.

3 CONDUCT IN MANAGING BUSINESS

3.1 General rules
Business relationships conducted by People’s employees, and external collaborators when their actions relate to People, must be inspired by principles of loyalty, fairness, transparency and efficiency.

An essential principle of People is compliance with laws and regulations in force, therefore:
_ each of the Company’s employees undertakes to comply with such laws and regulations
_ People’s employees must be aware of the laws to which they must adapt their conduct
_ consultants, suppliers, clients and anyone having relations with People must comply with such conduct.

Each operation and transaction must be based on the utmost correctness in terms of management, completeness and transparency of information, on legitimacy in formal and substantial terms and on clarity and truth in accounting records, according to regulations in force and according to the procedures adopted by People, and must also be subject to verification.

In commercial or promotional relations, Recipients are also required to behave in line with People’s corporate policies which, even if for the purpose of pursuing the corporate purpose, must never result in acts contrary to the law, current regulations or to the company procedures adopted referring to the individual functions.

3.2 Corruption
Recipients are prohibited from any behaviour that may constitute an act of corruption, whether or not the other party is a public official, or of whatever nationality or wherever the act is committed.
Specifically, Recipients must refrain from offering and/or promising, directly and/or indirectly, personal, financial or illicit benefits in order to secure a business deal and/or preferential treatment over third parties.

3.3 Gifts, payments and other benefits
In relations with clients, suppliers and third parties in general, it is prohibited to offer money, gifts or benefits or any kind on a personal basis aiming to obtain undue real or apparent advantages of any nature (e.g. promises of economic advantages, favours, recommendations, promises of job offers…).

However, acts of commercial courtesy are allowed as long as of moderate value and, in any case, not of a value that could undermine the integrity and reputation or that could influence the independence of opinion of the receiver. Such donations must always be fully documented.

Any Recipient who is offered gifts in excess of the normal courteous relations and not of moderate value must refuse them and inform Human Resources.

3.4 Conflict of interest
Recipients must avoid situations and/or activities that may lead to conflicts with the interests of People or that could interfere with their ability to make impartial decisions, and should ensure the Company’s best interests.

If Recipients find themselves in a situation of conflict with the Company’s interests, they must immediately inform their superior or Human Resources, and abstain from any activity related to the situation that is the source of the conflict.

In relations between People and third parties, Recipients must act according to ethical and legal rules, with explicit prohibition on resorting to illegitimate favouritism or collusive, corrupt or soliciting practices in order to afford any advantage to themselves or to others.

3.5 Relations with shareholders
People pursues the creation of value for all its shareholders, protecting the interests of the Group and of the shareholders in general, without preference. Any favouritism or preferential behaviour towards one or more of the shareholders is expressly forbidden.

People recognises the Shareholders’ Meeting as a paramount moment of dialogue and exchange with the Board of Directors, respecting the right of each shareholder to request clarifications, information and to suggest proposals. To this end, the Company promotes the broadest participation in the Shareholders’ Meeting both of its directors and of the shareholders themselves and shall guarantee correct and transparent information flows.

3.6 Relations with suppliers
The selecting of suppliers and the formulating of the terms for purchasing goods and services for People is dictated by values and parameters of competition, objectivity, rectitude, impartiality, fair price, quality of the goods and/or services, carefully evaluating the guarantees of assistance and the panorama of offers in general.

Purchasing processes must be based on the search for the maximum competitive advantage for People and loyalty and impartiality towards each Supplier in possession of the necessary requisites.

Entering a contract with a supplier or a consultant must always be based on extremely clear relationships and, if possible, avoiding to take on contractual obligations that involve forms of dependence on the contracting supplier.

The need to pursue the maximum competitive advantage for the Company, however, must necessarily ensure that People and its suppliers adopt operating solutions in line with current legislation and, more generally, with the principles of safeguarding the person, worker, health and safety and the environment.

The Company recommends that its suppliers refrain from giving gifts, in any form, to the administrative body and to the collaborators of the Company, such that exceed normal practices of courtesy.

3.7 Relations with clients
It is very important for People to enhance relations as much as possible with all clients using People’s services by a number of actions able to create a bond of transparency, trust and mutual satisfaction. Recipients, in the context of relations with clients and in compliance with internal procedures, must ensure maximum client satisfaction, providing, among other things, comprehensive and accurate information on the products and services offered so that clients may make knowledgeable choices.

To this end, the relationship with clients is to be managed as follows:
_ avoiding discriminating behaviour towards its clients
_ preparing a structure for contracts and communications so that they are:
a) clear, complete and accurate, and do not neglect any element relevant to the client’s decisions
b) compliant with current regulations, without resorting to dubious or otherwise improper practices.
_ undertaking to guarantee the highest level of quality in the services offered, not neglecting the objective needs of clients
_ developing a continuous exchange with clients by accepting suggestions and any complaints, collected through appropriate means of communication
_ managing the relationship with the client in a transparent manner, by continually informing about any contractual changes and/or opportunities.

In initiating business relationships and managing existing ones, Recipients must avoid engaging in relationships with subjects involved in illicit activities or, in any case, without the necessary requisites of commercial ethics and reliability. The Recipients must use the utmost diligence to verify and constantly monitor this reliability.

3.8 Proper use of company property
Recipients are responsible for safeguarding the resources entrusted to them and have a duty to promptly inform the structures in charge of any threats or events damaging to People.

In particular, Recipients must:
– work diligently to protect corporate property, through responsible behaviour and in line with the operating procedures established to regulate its use
– avoid improper use of company property that may cause damage or reduce efficiency, or in any case conflict with the interests of the Company
– obtain the necessary authorisations in the event of use of the property outside the company.

The growing dependence on computer technology requires ensuring the availability, security, integrity and maximum efficiency of this particular category of assets.

Recipients are also required to:
– not send threatening and insulting emails, not use vulgar language, not express inappropriate or undesirable comments that may cause personal offense and/or damage to the corporate image
– avoid spamming or “chain letters” that could generate the traffic of data/information/processes on the company’s digital network such as to significantly reduce its efficiency with negative impacts on productivity
– not browse websites with inappropriate and offensive content
– scrupulously adopt the provisions of corporate security policies, in order not to compromise the functionality and protection of information systems
– avoid uploading borrowed or unauthorised software to company systems and never make unauthorised copies of licensed programs for personal, business or third party use.

The Company prohibits, in particular, any use of computer systems that may represent a violation of the laws in force, as well as offend against the freedom, integrity and dignity of persons, especially minors; it also prohibits any use of computer systems that could cause undue intrusion or damage to other people’s IT systems.
The use of this equipment, even unintentionally, for any purpose outside the company’s business can cause serious damage (economic, image, competitiveness, etc.) to People with the aggravating circumstance that improper use may result in the Company being potentially liable to criminal and administrative charges for offences and the need to take disciplinary measures against the Recipients.

4. EXTERNAL RELATIONS

4.1 Relations with Political Parties, Trade Unions and Associations
People does not make direct or indirect contributions to political parties in Italy or abroad or to their representatives or candidates.

Recipients must recognise that any form of involvement in political activities takes place on a personal basis, in their own free time, at their own expense and in compliance with the laws in force.

Furthermore, the Company does not make contributions to organisations with which a conflict of interests may arise (such as trade unions, consumer or environmental protection associations). Forms of cooperation are possible when: the purpose is attributable to People’s mission or refers to projects of public interest; the destination of the resources is clear and documentable; there is explicit authorisation from the designated company departments.

4.2 Relations with Public institutions
It is not permitted to carry out activities, in any form, that result in the illicit influencing of the client. The following principles must be respected in the relations that each employee maintains, including through third parties, with the Public Administration:
a. in the event of participation in public tenders or in the case of other relationships with a public administration, it is necessary to always work in compliance with the law and with good commercial practices, with the express prohibition on behaviours that, to benefit the Company or pursue its interests, involve illegal actions
b. it is not permitted, either directly or indirectly or through a third party, to offer money, gifts or compensation in any form, or to exert illegal pressure, or to promise any object, service, performance or favour to executives, officials or employees of the Public Administration or their relatives or cohabitants to induce them to perform an action relating to their role or to omit or delay such action or to perform an action contrary to the duties of their office, in the interest or to the advantage of the Company
c. it is not allowed to present untruthful declarations to public bodies in Italy or the EU in order to obtain public funds, grants or subsidised loans or, in any case, in order to obtain any pecuniary advantages or to obtain concessions, authorisations, licences or other administrative deeds
d. it is forbidden to allocate sums received from Italian or EU public bodies in the form of grants, contributions or loans for purposes other than those for which they were assigned
e. it is forbidden to alter the functioning of an IT or telecommunications system owned by the Public Administration or to manipulate the data contained therein in order to obtain an unfair profit, causing damage to the Public Administration.

4.3 Contributions and sponsorships
The Company may only accept requests for contributions coming from non-profit organisations and associations, which are regularly constituted, have a high cultural or beneficial value and are national in scope.
Sponsorship activities, which may concern social issues, the environment, sport, entertainment, music and art, are only intended for events that offer a guarantee of quality or for which the Company can collaborate in their planning in order to guarantee originality and effectiveness.
In any case, in choosing which proposals to accept, the Company shall pay particular attention to any possible conflict of interests of a personal or business nature (for example, kinship relationships with the subjects involved or links with organisations that may, by means of the tasks they perform, favour the Company’s activities in any way).
All initiatives must, moreover, be supported by adequate documentation and must be lawful and transparent.

4.4 Relations with the Judicial Authority
It is forbidden to exert pressure, of any kind, on persons called to make statements to the judicial authority, in order to induce them to not make statements or to make false statements.
It is forbidden to help those who have carried out a criminal act to circumvent the investigations of authority or to avoid the authority’s research.

4.5 Care and respect for the environment
People considers it essential to conduct its work while respecting and preserving the environment around us. To this end, it undertakes to use the technologies best able to prevent any environmental risks and to reduce direct and indirect environmental impacts.

5 STAFF POLICIES

5.1 Human Resources management
Human resources are an indispensable element for the existence of the company. The dedication and professionalism of employees are values and conditions that are decisive for the achievement of the Company’s objectives.

People is committed to developing the abilities and skills of each employee so that the energy and creativity of the individual can be fully expressed in the execution and achievement of the corporate object.

People offers all employees the same opportunities for professional growth, ensuring that everyone can enjoy fair treatment based on merit, without any discrimination. The competent departments must:
1. adopt strictly professional criteria of merit and competence for any decision concerning an employee
2. select, hire, train, remunerate and manage employees without any discrimination
3. create a work environment in which personal characteristics cannot give rise to discrimination.

Each Recipient must actively cooperate to maintain a climate of mutual respect for the dignity and reputation of everyone else.

Recipients, in dealing with personal information coming to their knowledge in the course of their work, must process it in the way most appropriate for protecting the privacy, image and dignity of the persons concerned.

People is committed to disseminating and consolidating a culture of safety, developing awareness of risks, promoting responsible behaviour by all employees and working to maintain, especially by means of preventive actions, the health and safety of workers.

The Company’s activities must be carried out in full compliance with current regulations on prevention and protection; operational management must be based on advanced criteria for environmental protection and energy efficiency, pursuing the improvement of health and safety conditions at work. People is also committed to ensuring that working conditions safeguard the mental and physical wellbeing of the worker, respecting his/her moral character and avoiding that it be subjected to illicit influencing or undue discomfort.

Members of staff are hired on a regular contract, and no form of unregulated work is allowed.

The assessment of staff to be hired is carried out based on whether the candidates’ profiles correspond with those expected and with the company’s needs. The information requested is strictly linked to verifying the aspects necessary for the professional and psycho-aptitude profile, respecting the private sphere and the opinions of the candidate and ensuring equal opportunities for all the subjects concerned.

The human resources department shall take appropriate measures to avoid favouritism, nepotism, or forms of patronage during selecting and recruiting, in particular by avoiding that the selector is bound by kinship or blood relationship with the candidate.

People is committed to preserving and increasing the value of its “human capital” by ongoing professional training.

Staff members, in turn, undertake to work together to develop, with care and diligence, a proper working relationship.

People therefore opposes any behaviour or attitude that discriminates or harms any other person, his/her beliefs and preferences (for example by means of insults, threats, isolation or excessive intrusiveness, or professional hindrance).

Human Resources must be informed immediately of any violation of the provisions of this section.

5.2 Non-discrimination and respect for colleagues
People does not allow any kind of discrimination based on sex, ethnicity, religion, political beliefs and sexual orientation.
People does not allow sexual harassment, by which is meant: making salary or career prospects dependent on sexual favours; proposals for private interpersonal relationships, pursued despite an expressed or reasonably evident displeasure and which, in relation to the specific context, can cause upset to the target of such attention.

People considers it essential that Recipients base their interpersonal relationships on mutual respect.

5.3 Abuse of alcohol and drugs
People requires that each employee personally helps ensure a work environment that respects the sensibilities of others. Therefore, what will be considered a conscious acceptance of the risk of undermining these working conditions, while working and in the workplace, will be: performing work under the effects of excess alcohol, drugs or substances of similar effect; consuming or providing narcotics in any way in the course of work.

5.4 Smoking
People, in consideration of the current legislation on the subject and the desire to create a healthy and comfortable environment for its employees and visitors, prohibits smoking throughout the workplace.

6 TRANSPARENCY OF ACCOUNTING INFORMATION AND INTERNAL CONTROLS

6.1 Accounting information
All activities and actions carried out by the Recipients in the context of their work must be verifiable. Accounting transparency is based on truth, accuracy and the completeness and reliability of the documentation of operations and related accounting records.

Each Recipient is required to collaborate so that operations are represented correctly and promptly in the accounts.

For each transaction, adequate documentation of the activities carried out are to be kept in the records so as to allow easy recording of accounts, identification of the various levels of responsibility and the accurate reconstruction of the transaction.

Each record must reflect exactly what is shown in the supporting documentation.

Recipients who become aware of omissions, falsifications, alterations or negligence in the information and supporting documentation are required to report such fact to Human Resources.

6.2 Internal controls
It is People’s intention to spread awareness of the importance of an adequate internal control system to all levels of its organisation.

In particular, the internal control system must help the Company achieve its objectives and must therefore be oriented towards improving the effectiveness and efficiency of operational processes.

All Recipients, within the scope of their work, are responsible for the proper functioning of the control system.

Everyone must feel responsible for corporate assets, both tangible and intangible, that are instrumental to the activity carried out.

6.3 Anti-money laundering and anti-terrorism
In compliance with current legislation, People is committed to preventing the use of its economic-financial system for money laundering and terrorist financing (or any other criminal activity) by its clients, suppliers, employees and counterparties with whom it relates in the performance of its activities.

People therefore verifies with the utmost diligence the information available about commercial counterparts, suppliers, partners and consultants, in order to ascertain their respectability and the legitimacy of their business before establishing commercial relationships with them.
People also makes sure that the operations in which it takes part do not present, even if only potentially, the risk of favouring the receipt or substitution or use of money or assets deriving from criminal activities.

7. ADOPTION, EFFICACY AND MODIFICATIONS

This Code of Conduct is periodically subject to updating, modification or revision by the Board of Directors of People.

Human Resources are assigned the following tasks:
_ check the application and compliance with the Code by means of a monitoring activity consisting of ascertaining and promoting the continuous improvement of the aforementioned principles
_ monitor the methods for spreading awareness and understanding of the Code, guaranteeing the development of communication and training activities, analysing and incorporating the proposals to revise company policies and procedures with significant impacts on the Company’s conduct
_ receive and analyse any reports concerning the violation of the Code from all parties concerned
_ provide for the periodical revising of the Code.

This Code was adopted by resolution of the Board of Directors of People on 30 May 2017, with immediate effect from that date.
People

The Board of Directors

Milan, 30/05/2017