Enafroid Group S.R.L.

This Code, based on the foundations of ESG (Environmental, Social, Governance), expresses the ethical principles — understood as the set of values, principles and rules of conduct in the conduct of business and corporate activities — adopted by company officers, employees and collaborators of Enafroid Group S.R.L (hereinafter also the Company or Enafroid), whether they are shareholders, directors or employees.

Enafroid is convinced that ethics in the conduct of its business is the indispensable condition for its success and a tool for promoting its image.

To this end, the Company has decided to adopt its own Code of Ethics, in line with the principles of fairness, loyalty and honesty already shared by the company, which embraces the social values underlying our civilisation.

The approval of the Code of Ethics constitutes a fundamental step in the process of implementing an Organisation, Management and Control Model compliant with the provisions of Italian Legislative Decree 231/2001.

This Code is binding on the Company and on all its company officers, employees and collaborators.

Enafroid also requires that all its main stakeholders (such as, for example, affiliated companies, significant suppliers and clients) comply with the general principles of this Code, particularly in their dealings with Enafroid, without prejudice to religious, cultural and social specificities.

To ensure the effectiveness and binding nature of the Code of Ethics, it will be published on the Company’s website (https://www.enafroidgroup.it), where it will be available to and accepted by all the Company’s stakeholders.

In this Code, the following expressions shall have the meaning indicated below:

"Code"

means this Code and any annexes;

"Recipients"

means the persons to whom the provisions of this Code apply and in particular shareholders, directors, employees, managers, collaborators (e.g. consultants), suppliers and clients;

"Employees"

means persons who have an employment relationship with the Company, including fixed-term or part-time workers;

"Company Officers"

means, as applicable from time to time, the Chairman, the Chief Executive Officers, the members of the Board of Directors or any other person in a senior position, meaning any person holding functions of representation, administration or management;

"Supervisory Body"

means the body provided for by Art. 6 of the "Decree", tasked with supervising the functioning of and compliance with the organisation, management and control model, as well as its updating;

"Managers"

means each person responsible for one or more departments, in accordance with the company organisation chart.

Enafroid Group is a leading company in the design, construction and installation of HVAC, refrigeration and air treatment systems on board yachts, cruise ships, fast ferries, military vessels, work vessels and experimental vessels.

Our experience began in the early 1980s with the construction of air conditioning systems for hydrofoils and fast vessels, where, thanks to continuous research into new technologies, our technical department succeeded in producing some of the most compact and lightweight HVAC systems on the world market. Today Enafroid Group is present in the most important European shipyards and is engaged in major projects around the world, including South America, Saudi Arabia, the United Arab Emirates, Oman, Algeria and India.

Enafroid Group has a flexible, skilled structure specialised in the custom construction of its systems, built to measure to meet the client’s technical specifications.

Core Values of Enafroid Group S.R.L.

Valuing people and the working environment

Enafroid recognises the importance of the people who, every day, through their work and commitment, make their fundamental contribution to the development of the company and the achievement of its objectives.

For Enafroid, respect for the rights of every person and for their physical, cultural and moral integrity is fundamental, guaranteeing equal opportunities for all without distinction of sex, race, language, religion, or political or social opinions.

Enafroid aims to value people through:

• The creation of a working environment capable of guaranteeing everyone working conditions that respect personal dignity, without giving rise to discrimination, conditioning or restrictions
• The development of the talents and skills of each employee or collaborator
• Rewarding the merit and commitment of each person, with impartiality and fairness, in the absence of favouritism

Trust

Trust in people is a fundamental element of Enafroid; it underpins the relationship between the company, its directors, executives, personnel and collaborators.

It is a fundamental asset, necessary for achieving the company’s objectives and interests.

All those who work on behalf of Enafroid must avoid situations or activities that could lead to conflicts of interest with those of Enafroid or that could compromise their independence of judgement.

The provisions of this Code apply to the recipients — without prejudice to the application of the mandatory provisions of law and contract applicable from time to time — to all those who, in various capacities, directly or indirectly, operate in the interest of the company, as well as to its clients and suppliers in accordance with the law or with the agreements entered into with them and within the limits established by this Code.

Directors and Executives have a duty to know the contents of the Code of Ethics, to adopt conduct consistent with its contents and to set an example for their collaborators.

Employees must observe the provisions of the Code of Ethics as an essential part of the contractual obligations arising from their employment relationship.

Recipients are required to observe the provisions of this Code, both in internal relations and in relations with third parties.

6.1 Legality

All activities carried out in the name and on behalf of the Company must be conducted in compliance with the laws and regulations in force in all the countries in which it operates.

Within the scope of their functions, recipients are required to comply with the rules of the legal system in which they operate.

6.2 Integrity

In carrying out their functions, each Recipient shall behave in a manner inspired by moral integrity and transparency, as well as by the values of honesty and good faith.

6.3 Dignity and Equality

Each Recipient recognises and respects the personal dignity, privacy and personality rights of every individual. Each Recipient works with women and men of different nationalities, cultures, religions, sexual orientations and races. Discrimination, harassment and offences of a sexual, personal or other nature are not tolerated.

The company is committed to guaranteeing respect for privacy, especially with regard to information relating to the private sphere and the opinions of each employee and, more generally, of all those who interact with it.

6.4 Professionalism and Spirit of Collaboration

Each Recipient shall carry out their activity with the professionalism required by the nature of the tasks and functions performed, making every effort to achieve the objectives assigned to them and assuming the responsibilities that fall to them by virtue of their duties.

Mutual collaboration between those involved in the same project or production process is an essential principle of the Company.

6.5 Gifts, Benefits or Other Advantages

Within the scope of their functions, Recipients are prohibited from offering or granting to third parties, as well as accepting or receiving from third parties, directly or indirectly, including on festive occasions, gifts, benefits or other advantages (including in the form of money, goods or services of various kinds) that could influence, or give the impression of influencing, company decisions in favour of any person with whom the company has business relations, with the exception of gifts directly attributable to normal business courtesy, and in any case such as not to appear aimed at acquiring or granting advantages.

The Company prohibits the granting of donations and sponsorships that could represent favours to private individuals or representatives of the Public Administration in exchange for economic advantages or preferential treatment.

6.6 Relations with Clients, Suppliers, Consultants, Collaborators, Agents and Business Partners

The Company bases its relations with clients, suppliers, consultants, collaborators, agents and business partners exclusively on criteria of trust, quality, competitiveness, professionalism and compliance with the rules.

As regards the selection of suppliers, consultants, collaborators and agents for the purchase of goods or services, the Company undertakes to be guided exclusively by objective parameters of quality, value, price, capability and efficiency, such as to allow a relationship of trust with such parties.

In initiatives with them, it is required to establish relations only with parties who enjoy a respectable reputation, who are engaged in lawful activities and whose ethical culture is comparable to that of the Company, and to ensure the transparency of agreements and avoid the signing of secret pacts or agreements contrary to the law.

6.7 Relations with the Public Administration, Institutions and Public Officials

Enafroid condemns all forms of corruption, extortion or conflict of interest and adopts all appropriate measures to prevent and avoid such events.

Specifically, with regard to all those who are part of Public Institutions, both Italian and foreign, the following are prohibited:

• seeking and establishing preferential personal relationships
• any conduct aimed at generating opportunities that could benefit, on a personal basis, the representative of Public Institutions, whether in Italy or abroad
• anything aimed at obtaining confidential information from Public Institutions beyond what is permitted by law
• offering or accepting any object, service, performance or favour in order to obtain or grant preferential treatment in connection with any relationship with Public Institutions

6.8 Relations with Political and Trade Union Organisations

Relations with trade unions and political organisations are maintained by Company Officers, or by persons delegated by them, in compliance with the rules of this Code and bearing in mind the principles of impartiality and independence.

Any form of financing or other form of contribution to political parties and their representatives is prohibited.

6.9 Competition

Enafroid recognises that competition is a fundamental element for the economic and social development and progress of the country.

Indeed, in carrying out its activities, it ensures that the conditions for freedom of enterprise, equal opportunities for competition and the protection of its clients are respected, promoting price containment and improving the quality of services.

Each Recipient is required to comply with fair competition and antitrust legislation.

The Company does not deny, conceal or delay any information requested by the Antitrust Authority and regulatory bodies in their inspection functions.

6.10 Fight against Corruption

The Company, consistent with the values of honesty and coherence, undertakes to implement all measures necessary to prevent and avoid instances of public and private corruption.

This Code of Ethics is the reference document setting out the principles of conduct to be followed in order to mitigate the risk of violation of anti-corruption laws and regulations.

This Code is adopted to contribute to the creation of added value through professionalism, legality, morality, dignity and equality.

Enafroid, together with its employees and all Company Officers, repudiates all forms of child labour and asks all its suppliers and partners to respect the rights of minors.

The abolition of child labour is necessary to achieve the social justice through which every worker sees their rights recognised and freely enjoys them, has equal opportunities and treatment, as well as the share of wealth they have helped to generate.

Adopting criteria of merit, competence and assessment of individual abilities and potential, Enafroid manages personnel selection by fostering the development of the skills and abilities of each human resource, including through training and professional development activities.

Each Recipient must exercise the utmost care in carrying out their activities, strictly observing all established safety and prevention measures, in order to avoid any risk to themselves and their colleagues.

Enafroid prohibits any form of psychological, physical or sexual harassment towards executives, employees, collaborators, suppliers and visitors; harassment means any form of intimidation or threat that hinders the serene performance of one’s duties, or the abuse of a position of authority by a hierarchical superior.

Any form of workplace bullying (mobbing) is also prohibited.

The offer of salary increases, career advancement or any other advantage as consideration for activities that do not comply with the law, the Code and internal rules and regulations is prohibited.

Any retaliation against those who refuse, complain about or report the conduct and facts described above is prohibited.

Each Recipient must keep adequate documentation of every transaction carried out, so as to make it possible to verify the reasons for and characteristics of the transaction at the stages of authorisation, execution, recording, declaration and verification of the transaction itself.

The declarations issued by the Company are complete, truthful, transparent, comprehensible and accurate, in compliance with all applicable fiscal and tax rules and obligations.

Directors are required to act with honesty, fairness and transparency and in full compliance with the civil law provisions protecting the interests of minority shareholders and the Company’s creditors.

The Company declares that the financial statements must represent, in a truthful, clear and complete manner, the economic, asset and financial position of the Company and of the entities it controls and/or in which it holds interests.

A system of internal controls is in place, aimed at verifying and guiding the organisation, based on functionality and efficiency at all levels so as to guarantee its perfect functioning.

9.1 Protection of the Environment

In order to guarantee a balance between economic initiatives and environmental needs, the Company is actively committed to safeguarding the environment.

Safeguarding the environment means:

• monitoring the environmental impact generated by its processes and products throughout their entire life cycle
• involving and raising workers' awareness of environmental issues
• using natural resources wisely and efficiently
• using all available and necessary tools to avoid a destructive impact on the environment

9.2 Protection of Health and Safety in the Workplace

The Company is constantly committed to guaranteeing workers a safe and healthy environment.

This means making available all resources useful for the continuous improvement of machinery and the production process; monitoring, reducing and, where possible, eliminating any risk by identifying the hazards present in everyone’s activities; and involving workers through training and information.

Each Recipient is responsible towards their colleagues and collaborators; the utmost care in risk prevention is mandatory, in compliance with the regulations in force on health and safety in the workplace.

9.3 Protection of Intellectual and Industrial Property

In order to preserve the company’s competitive advantage, the protection of the Company’s intellectual property is fundamental, including patents, trademarks, industrial designs and models, as well as the expertise acquired in the course of company activities.

All Recipients are required to safeguard and manage intellectual property by adequately protecting documents, drawings, data, software and any other information relating to the Company.

9.4 Relations with Stakeholders

The Company recognises as a stakeholder any party, internal or external, involved in or affected by, directly or indirectly, the performance of company activities.

Enafroid bases its relations with stakeholders on principles of transparency, fairness and mutual trust, promoting constant and constructive dialogue.

10.1 Confidential Information

Recipients undertake to maintain the utmost confidentiality regarding confidential information and may disclose it to internal or external third parties only for work-related needs; they must refrain from using such information for personal purposes and must not spread false information that could mislead.

The obligation of confidentiality remains in force even after the termination of the employment relationship with the Company.

10.2 Protection of Personal Data

The processing of personal data is permitted only by authorised personnel and in compliance with the internal rules and procedures established in accordance with the legislation in force.

10.3 Confidentiality

Enafroid guarantees, in compliance with the provisions of the law, absolute privacy and confidentiality of the information in its possession; all Recipients are asked to use such information only for purposes connected with the performance of their activities.

11.1 Communication and Review of the Code of Ethics

The Company informs all Recipients of the provisions of the Code and recommends compliance with them.

It is the duty of each Recipient to report, without delay, any conduct that does not comply with the principles of the Code; the Company ensures the confidentiality of the identity of the reporting person and protects their physical and moral safety from retaliation, unlawful conditioning and discrimination of any kind in the workplace.

Revisions of the Code are approved by the Board of Directors, on the proposal of the Chairman.

11.2 Sanctioning System

Violations of this Code may be sanctioned.

The Company will assess, with consistency, impartiality and uniformity, the type of sanction to be applied, which may also include disciplinary measures and, in the most serious cases, the termination of the employment relationship with Enafroid, in compliance with the procedures contained in the Workers’ Statute and the applicable national collective labour agreement (CCNL).

11.3 The Supervisory Body

The Supervisory Body has the task of:

• periodically verifying the application of and compliance with the Code
• adapting and/or amending the content of the Code in response to developments in legislation
• proposing amendments and additions to the Code to the administrative body
• ensuring and assisting those who report conduct that does not comply with the Code, protecting them from pressure, interference, intimidation and retaliation

Reports of any wrongdoing (whistleblowing) by Recipients may be submitted, in addition to through the hierarchical line, by e-mail to the following address info@enafroidgroup.it.

The strictest confidentiality will be maintained regarding reports received, and Enafroid undertakes not to take any retaliatory or discriminatory action against personnel who have reported, in good faith, events deemed unlawful or in conflict with the company’s ethical principles.

11.4 Entry into Force

This Code of Ethics has been approved by the Board of Directors and represents a binding document for all members of the company.