Ethics and Legality

Legislative Decree no. 231 of 8 June 2001 introduced a new regime of administrative liability of entities in Italy, resulting from the commission of specific criminal offences, the so-called “predicate offences”, committed in the interest or to the advantage of the entity by directors, members, managers, supervisory bodies, heads of departments or by employees or persons subject to their direction or supervision.

The Decree provides for the option (and not the obligation) to adopt an Organization, Management and Control Model aimed at preventing the commission of the underlying crimes.

The adoption and effective implementation of the Organizational Model allow the Entity to be exempt from administrative liability, provided that the task of supervising its functioning has been entrusted to a Supervisory Body with autonomous control powers and that operates with continuity of action, there has been no insufficient supervision and that the persons who committed the crime have fraudulently evaded the Organizational Model.

FMB TUBES SRL has deemed it compliant with company policies, in a process of strengthening organizational compliance , to proceed with the adoption of its own Organizational Model, a Code of Ethics and Conduct and an Anti-Mafia Conduct Protocol in which principles of behavior, conduct protocols and company best practices are stated and incorporated .

The initiative was undertaken in the belief that both the adoption of an Organizational Model and of its own Code of Ethics and Conduct, beyond legislative requirements, can constitute a valid tool for raising awareness among all those who operate in the name and on behalf of the Company.

The Organization, Management and Control Model is composed of a General Part and a Special Part.

The General Part includes a brief introduction to the reference regulatory framework, the list of “predicate crimes” referred to in the Decree with the related sanctions, the main organizational and corporate information of FMB TUBES SRL, the corporate functions involved in the activities of mapping and assessing the risk of crime, control, reporting and updating of the Organizational Model.

The Special Part, instead, illustrates the conduct protocols adopted by FMB TUBES SRL in order to prevent any potential risk of commission of relevant underlying crimes.

The Organizational Model, which will be periodically updated in accordance with the regulatory framework and the organizational structure of the Company, is aimed at the directors, members, managers, employees and collaborators of the Company, as well as all those who operate on behalf of or under mandate of the Company, in areas potentially sensitive to the risk of commission of crimes or who are in any case linked by legal relationships relevant for the purposes of the necessary prevention of the so-called predicate crimes provided for in the Decree.

The Organizational Model also includes, as an integral and essential part, a Code of Ethics and Conduct and, as an accessory part, an Anti-Mafia Code of Conduct which describes the principles and criteria of conduct that inspire every aspect of the Company’s business activity.

In particular, in addition to the fundamental values ​​of respect for the individual and the principles of legality, impartiality and the fight against corruption, the Code of Ethics and Conduct also expresses further provisions of a less programmatic nature, exemplifying the general obligations of diligence, correctness and loyalty, concerning, among other things, the following issues:

• confidentiality;
• the completeness and transparency of the information;
• the exclusion of conflicts of interest;
• the valorization of human resources;
• diligence and accuracy in the performance of tasks and contracts;
• the quality of services and products;
• fair competition;
• transparency towards the market;
• environmental protection.

Like the Organizational Model, the Code of Ethics and Conduct also defines criteria of conduct applicable both to the management of corporate relationships and to relationships maintained with parties external to the Company by anyone working for 2F MOTORS SRL.

The Code of Ethics and Conduct contains, among other things, certain provisions in relation to the conduct of the following activities:

• relations with employees and collaborators;
• customer relations;
• supplier relations;
• relationships with contractors, subcontractors, subcontractors;
• relations with bodies and institutions.

To safeguard the correct application and updating of the Organizational Model and its conduct protocols by the relevant recipients, FMB TUBES SRL has appointed a Supervisory Body, equipped with the necessary requirements of competence, autonomy, independence, professionalism and continuity of action.

The Supervisory Body of the Company is available to provide any further information regarding the content and application of the Organizational Model and the Code of Ethics and Conduct.

Reports

Anyone who becomes aware of behaviors and conduct that may constitute the commission of a relevant offence pursuant to Legislative Decree 231/2001 or lead to the violation of principles or rules contained in the Organizational Model or in the Code of Ethics and Conduct of FMB TUBES SRL may report it through the link indicated in the Whistleblowing Procedure published and available on the company website:

www.fmbtubes.it

The Reporting Person shall refrain from making reports in bad faith or containing information of which he or she is aware to be false, assuming all liability provided by law.

The Reporting Manager, the Supervisory Body and the Company will work to ensure that the protection and, if requested, maximum confidentiality regarding the identity of the Reporting Person is ensured.