CODE OF ETHICS

Code of Ethics for All Employees, Executives, and Directors of COIPA Italia S.p.A.

The Board of Directors of COIPA Italia S.p.A. (the “Company”) has developed and adopted this Code of Ethics, which applies to all Employees, Executives, and Members of the Board of Directors of the Company and its subsidiaries (collectively referred to as “Employees”). The purpose of this Code is to promote honest and ethical conduct, ensure full, fair, accurate, timely, and understandable disclosure, and to comply with all applicable laws and regulations.

EXECUTIVE SUMMARY OF THE CODE OF ETHICS

The Code of Ethics of COIPA Italia is based on six core principles:

1. Honest, Lawful, and Ethical Conduct

2. Conflict of Interest and Corporate Opportunities

3. Regulatory Compliance and Transparency

4. Integrity in Financial Reporting

5. Individual and Corporate Accountability

6. Health and Safety Protection

BOARD OF DIRECTORS – TERMS OF REFERENCE

A. Objectives

The Board of Directors of COIPA Italia S.p.A. (the “Board”) is responsible for overseeing the management of the Company’s business and affairs. The Board’s fundamental objectives are:

• To enhance and preserve long-term shareholder value;

• To ensure the Company operates reliably, safely, and in compliance with its legal and ethical obligations;

• To consider the legitimate interests of stakeholders including shareholders, public authorities, employees, contractors, clients, communities, and the general public;

• To define standards of conduct, provide strategic direction and oversight, and evaluate the performance of senior management.

B. Duties and Responsibilities

1. Legal Compliance

The Board is responsible for ensuring legal and regulatory compliance, and that Company records and documents are properly prepared, approved, and maintained. Board members, in exercising their powers and fulfilling their duties, must:

i. Act honestly and in good faith in the best interest of the Company;
ii. Exercise the care, diligence, and skill that reasonably prudent individuals would exercise under similar circumstances;
iii. Approve the Company’s interim and annual financial statements;
iv. Adopt, amend, or repeal the Company’s governing documents.

The Board has established and delegated specific responsibilities to the following committees:

• Technical Board

• Advisory Board

• Corporate Governance Committee

Each committee operates under a clearly defined mandate and terms of reference.

2. Strategic Oversight

The Board is responsible for ensuring the existence of long-term objectives and an appropriate strategic planning process. It works closely with management in developing and approving strategies and is responsible for reviewing and approving the annual operating budget, ensuring alignment with the strategic goals.

RISK MANAGEMENT

The Board of Directors of COIPA Italia and its committees are responsible for identifying and understanding the principal risks associated with the Company’s operations. The Board must ensure a proper balance between the risks undertaken and the potential return for shareholders, and that systems are in place to effectively monitor and manage these risks, with a view to ensuring the long-term sustainability of the Company.