ORGANISATION, MANAGEMENT AND CONTROL MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/2001

Summary of the Model adopted on 20 April 2022

On 20 April 2022, the Board of Directors of VIDEOMOBILE S.R.L., hereinafter referred to as the “Company”, adopted the Organisation, Management and Control Model provided for by Italian Legislative Decree No. 231 of 2001, hereinafter referred to as “Legislative Decree No. 231/2001” or the “Decree”.

The Organisation, Management and Control Model pursuant to Legislative Decree No. 231/2001 consists of the organisational rules and procedures established by the Company to prevent the offences referred to in the Decree.

Purpose of the Model

By adopting the Model, the Company aims to:

• establish the rules that must guide the conduct of the Addressees of the Model;

• enable the Company to exercise continuous control and careful supervision over activities exposed to risk;

• ensure that all Addressees are aware that failure to comply with the rules may result in serious criminal penalties for both the Addressee concerned and the Company.

Addressees of the Model

The following parties are Addressees of the Model and are required to comply with it:

• members of the Board of Directors and other corporate bodies;

• Company managers and employees;

• collaborators, agents, representatives and, more generally, individuals who work with the Company under self employment, semi subordinate, temporary or agency arrangements;

• individuals acting under a mandate or on behalf of the Company, including, by way of example, technical experts, consultants and professionals, whether or not they are registered with professional bodies;

• suppliers and business partners.

Italian Legislative Decree No. 231 of 2001

The administrative liability of companies and organisations for certain offences committed by individuals acting on behalf of the organisation or in its interest or for its benefit was introduced by Italian Legislative Decree No. 231 of 8 June 2001.

The purpose of the Decree was to bring Italian legislation into line with a number of international conventions previously signed by Italy.

The rules concerning the liability of organisations apply to companies and organisations with legal personality, as well as to associations without legal personality.

The following are excluded:

• the Italian State;

• local public authorities, including Regions, Provinces and Municipalities;

• non economic public bodies;

• organisations performing functions of constitutional importance, including the Chamber of Deputies, the Senate of the Republic, the Constitutional Court, the Superior Council of the Judiciary and the National Council for Economics and Labour.

This liability arises when an organisation fails to prevent one of the offences known as predicate offences, committed in the interest or for the benefit of the organisation by a qualified individual.

Under Article 5 of the Decree, qualified individuals include:

a) individuals holding representative, administrative or management positions within the organisation or within one of its organisational units with financial and functional independence, as well as individuals who exercise, including on a de facto basis, the management and control of the organisation. These individuals are referred to as “persons in senior positions”;

b) individuals subject to the management or supervision of one of the persons referred to in point a). These individuals are referred to as “subordinate persons”.

In addition to Directors and Statutory Auditors, persons in senior positions include members of General Management, Executive Directors with financial and functional independence, and individuals responsible for secondary offices, who may also qualify as employers under current occupational health and safety legislation.

These individuals may be linked to the Company through an employment relationship or through other private law relationships, such as a mandate, agency agreement or commercial representation arrangement.

Subordinate persons are those who are required to follow the instructions of persons in senior positions or are subject to their supervision.

Predicate offences

The predicate offences are expressly listed in the Decree. Over the years, the range of offences has been progressively extended from those originally covered by Articles 24 and 25.

The current categories include:

• offences committed in dealings with the Public Administration, Articles 24 and 25;

• computer crimes and unlawful processing of data, Article 24 bis;

• organised crime offences, Article 24 ter;

• offences against public trust, Article 25 bis;

• offences against industry and trade, Article 25 bis.1;

• corporate offences, Article 25 ter;

• offences committed for the purposes of terrorism or subversion of the democratic order under the Italian Criminal Code and special legislation, Article 25 quater;

• female genital mutilation practices, Article 25 quater.1;

• offences against the individual, Article 25 quinquies;

• market abuse offences, Article 25 sexies;

• manslaughter and serious or very serious negligent bodily injury committed in breach of occupational health and safety regulations, Article 25 septies;

• receiving stolen goods, money laundering and the use of unlawfully obtained money, assets or benefits, Article 25 octies;

• copyright infringement offences, Article 25 novies;

• inducing a person not to make statements, or to make false statements, to the judicial authorities, Article 25 decies;

• environmental offences, Article 25 undecies;

• employment of third country nationals whose residence status is irregular, Article 25 duodecies;

• racism and xenophobia, Article 25 terdecies;

• fraud in sporting competitions, unlawful gambling or betting activities and gambling carried out through prohibited devices, Article 25 quaterdecies;

• tax offences, Article 25 quinquiesdecies;

• smuggling, Article 25 sexiesdecies;

• offences against cultural heritage, Article 25 septiesdecies;

• laundering of cultural property and the destruction or looting of cultural and landscape heritage, Article 25 duodevicies;

• transnational offences under Law No. 146 of 16 March 2006, Articles 3 and 10;

• liability of organisations for administrative offences arising from criminal conduct under Article 12 of Law No. 9/2013. These offences apply to organisations operating within the virgin olive oil supply chain;

• violations under Law No. 219/2005 concerning transfusion activities and the national production of blood products, Article 22, paragraph 4.

Liability of the organisation

The administrative liability of the organisation is additional to the criminal liability of the individual who materially committed the offence.

The organisation may remain liable even where:

• the person who committed the offence has not been identified, provided that they clearly fall within one of the categories referred to in Article 5, points a) and b), of the Decree;

• the offence has been extinguished in relation to the individual for a reason other than an amnesty.

The organisation may be punished not only when the offences listed above have been completed, but also when they have been attempted.

In the case of an attempted offence, financial and disqualification penalties are reduced by between one third and one half.

The organisation is not liable where it voluntarily prevents the action from being completed or the event from occurring.

Territorial scope

Article 4 of the Decree provides that, in the case of:

• offences committed abroad under Article 7 of the Italian Criminal Code;

• political offences committed abroad under Article 8 of the Italian Criminal Code;

• ordinary offences committed abroad by an Italian citizen under Article 9 of the Italian Criminal Code;

• ordinary offences committed abroad by a foreign national under Article 10 of the Italian Criminal Code;

organisations with their registered headquarters in Italy may also be held liable for offences committed abroad, provided that the authorities of the country in which the offence was committed are not already taking legal action against them.

The identification of the organisation’s principal place of business is governed by the provisions of Italian civil law concerning legal persons and companies.

The VIDEOMOBILE S.R.L. Model

The Organisation, Management and Control Model consists of:

• an Introduction;

• a General Section;

• a Special Section comprising three Special Parts;

• two Annexes.

General Section

The General Section mainly contains:

• a description of the Company;

• the purposes for which the Model has been adopted;

• the bodies responsible for approving and amending the Model;

• the information flows addressed to the Company’s Supervisory Body, also referred to as the “SB”;

• the training activities to be implemented by the Company to promote awareness of the Model.

Special Section

The Special Section consists of three parts:

Part One: corporate structure and general protocols.

Part Two: occupational health and safety offences and environmental offences.

Part Three: other predicate offences.

Annexes

The Model includes the following Annexes:

1. List of predicate offences

The Annex sets out the legislation currently applicable under Italian Legislative Decree No. 231 of 2001.

2. Whistleblowing reporting procedure

The internal reporting system protects employees who report irregularities of which they have become aware in connection with their work.

The procedure provides whistleblowers with clear operational instructions concerning:

• the subject of the report;

• the contents of the report;

• the recipients of the report;

• the method by which the report must be submitted.

A reporting form is attached to the Procedure.

Information flows to the Supervisory Body

All Addressees of the Model are required to cooperate with the Company in its implementation.

Employees, collaborators and members of the Company’s corporate bodies are required to report the following to the Supervisory Body:

• any violation of the rules contained in the Model;

• any request for clarification concerning the application of the Model.

The communication channels available for contacting the Supervisory Body are:

• email: videomobileodv@protonmail.com;

• delivery of the communication in a sealed envelope to the Company Management, indicating the following recipient:

Supervisory Body of VIDEOMOBILE S.R.L.

The Company adopts appropriate measures to ensure, where necessary, the confidentiality of the identity of individuals submitting information or reports to the Supervisory Body.

Any form of retaliation, discrimination or penalisation against individuals who submit reports to the Supervisory Body is prohibited.

Communication and awareness of the Model

The Model must be known by all its Addressees.

The Company promotes awareness of the Model through targeted training programmes specifically designed for groups of Addressees with similar roles and responsibilities.

Each employee is required to:

• understand the contents of the Model and attend the training sessions organised by the Company, which are mandatory;

• understand the operating procedures and rules according to which their activities must be carried out in compliance with the Model;

• actively contribute, in accordance with their role and responsibilities, to the effective implementation of the Model by reporting any shortcomings identified.

Employees are also given the opportunity to consult the Model.

A printed copy is available at the administrative offices, while a digital version is available in the dedicated section of the Company intranet.

All employees are also required to formally confirm their commitment to complying with the contents of the Model by signing the “Personal Integrity Commitment”.