Whistleblowing

Pursuant to Directive (EU) 2019/1937, Italian Legislative Decree No. 24 of 10 March 2023 (the “Whistleblowing Legislation“) lays down rules on the protection of persons who report breaches of European Union law and national legal provisions.

In compliance with the Whistleblowing Legislation, the Company has adopted a specific Whistleblowing Procedure and established dedicated internal reporting channels for the receipt and handling of reports, with the aim of ensuring an effective, confidential process that complies with the applicable legal requirements.

The Company ensures the utmost confidentiality of the identity of the Reporting Person, the information contained in the report and any individuals concerned, by implementing appropriate procedures for the handling and assessment of reports designed to protect all parties involved in accordance with the applicable legislation, including personal data protection laws.

Who can submit a report

Any person identified under the Whistleblowing Legislation may submit a report, including employees, self-employed workers, consultants, suppliers, business partners and, more generally, any individual maintaining a professional relationship with the Company.

What can be reported

Reports may concern acts or omissions of which the Reporting Person has become aware in a work-related context that harm the public interest or the integrity of the Company and which:

constitute breaches of national or European Union laws or regulations;
are contrary to the Company’s internal policies and procedures; or
constitute unlawful, improper or fraudulent conduct.

By way of example and without limitation, reports may concern:

bribery, corruption or fraud;
money laundering and breaches of financial sanctions legislation;
insider dealing and market manipulation;
breaches of privacy and personal data protection legislation;
conflicts of interest;
breaches of competition law;
unauthorised disclosure of confidential information;
breaches of internal procedures; and
harassment, discrimination or other conduct detrimental to the dignity and integrity of individuals.

At the time of submitting a report, the Reporting Person must have reasonable grounds to believe that the information reported is true and falls within the scope of the Whistleblowing Legislation.

Internal reporting channels

The Company provides the following reporting channels:

Whistleblowing Platform: a dedicated online reporting system, accessible through the following link:

“Submit a Report”

Oral reporting: through the voice messaging system available on the Platform;
In-person meeting: at the Reporting Person’s request, submitted through the Platform. The meeting will be arranged by the person responsible within a reasonable timeframe;
Written report by post: by ordinary mail, in a sealed envelope marked “Confidential”, addressed to:

Supervisory Body

Via Senato, 12

20121 Milan

Italy

To facilitate the efficient handling of reports, Reporting Persons are encouraged to use only one reporting channel for each report and to avoid submitting duplicate reports relating to the same facts.

Handling of reports

Reports are received and handled by the competent person designated by the Company, in accordance with the principles of impartiality, independence, confidentiality and protection of the rights of all persons concerned.

In accordance with the applicable legislation:

acknowledgement of receipt of the report will be provided within seven (7) days of receipt;
the Reporting Person may be requested to provide additional information where necessary;
the report will be subject to the investigations and follow-up actions considered appropriate; and
feedback on the outcome of the report will be provided within three (3) months from the acknowledgement of receipt or, where no acknowledgement has been sent, from the expiry of the seven-day period for issuing such acknowledgement.

Confidentiality and protection of the Reporting Person

The identity of the Reporting Person, as well as any information from which that identity may be directly or indirectly inferred, shall not be disclosed to any person other than those authorised to receive or follow up on reports, except where disclosure is required by law.

The same confidentiality safeguards apply to persons concerned and to any other individuals mentioned in the report.

The Company processes personal data in accordance with the applicable data protection legislation. Reports and the related documentation shall be retained only for as long as necessary for their handling and, in any event, for no longer than five (5) years from the communication of the final outcome of the reporting procedure, without prejudice to any longer retention period required by law.

For further information, please refer to the Privacy Notice.

Protection against retaliation

The Whistleblowing Legislation prohibits any form of retaliation against a Reporting Person who submits a report in good faith.

Retaliation means any direct or indirect act or omission, including threats and attempts thereof, occurring as a result of the report and causing or likely to cause unjustified detriment to the Reporting Person. Examples include dismissal, demotion, non-renewal of an employment or service contract, unjustified disciplinary measures, discrimination, harassment or any other unfavourable treatment.

The protections provided under the legislation also extend, in the cases provided by law, to facilitators and to the other persons expressly identified under Legislative Decree No. 24/2023.

Retaliatory measures may be reported to the Italian National Anti-Corruption Authority (ANAC), which is responsible for investigating such measures, without prejudice to the jurisdiction of the competent judicial authority to declare any retaliatory acts null and void.

The protections provided by the Whistleblowing Legislation shall not apply where the Reporting Person is found liable, including by a first-instance court judgment, for the criminal offences of slander or defamation, or is held civilly liable for wilful misconduct or gross negligence.

External reporting channels and public disclosure

The Whistleblowing Legislation encourages the use of internal reporting channels as the primary means of reporting.

In the cases expressly provided for under Legislative Decree No. 24/2023, the Reporting Person may submit a report through external reporting channels, make a public disclosure or report the matter to the judicial or accounting authorities.

Italian National Anti-Corruption Authority (ANAC)

A report may be submitted to ANAC where one of the following conditions applies:

the internal reporting channel is not active or does not comply with the legal requirements;
an internal report has already been submitted but no appropriate follow-up has been provided;
the Reporting Person has reasonable grounds to believe that an internal report would not be effectively handled or could expose them to retaliation; or
the Reporting Person has reasonable grounds to believe that the breach may constitute an imminent or manifest danger to the public interest.

Competent supervisory authorities

Where the report concerns alleged breaches of the Italian Consolidated Law on Finance (Testo Unico della Finanza – TUF), the legislation on market abuse or directly applicable European Union legislation governing the same matters, the Reporting Person may also report the matter to Consob, acting as the competent supervisory authority.

For further information and to download the relevant reporting forms, please refer to the Consob website.

Public disclosure

Public disclosure, through the press or other means of dissemination, may only be made in the cases and under the conditions provided for by the Whistleblowing Legislation.

The Reporting Person shall benefit from the protections provided by law where at least one of the following conditions is met:

they have first submitted an internal report and an external report, or directly submitted an external report, without receiving feedback within the prescribed time limits;
they have reasonable grounds to believe that the breach constitutes an imminent or manifest danger to the public interest; or
they have reasonable grounds to believe that the use of the external reporting channel could expose them to retaliation or would not ensure the effective handling of the report.

Support measures

The Whistleblowing Legislation provides specific support measures for Reporting Persons, consisting of free information, assistance and advice on reporting procedures, the legal protections available and the safeguards against retaliation.

The list of entities authorised to provide such services is published on the ANAC website.