Internal Regulation for Advisors

1Nature of the relationship

The relationship between Celebron S.r.l. (hereinafter «Celebron» or «the Company») and each Advisor is an independent professional collaboration, provided with autonomy of means, time and organisation. It does not in any case constitute an employment relationship, nor an agency or representation relationship, unless otherwise expressly agreed in writing.

Each Advisor is bound to the Company by an individual Engagement Letter, which fully incorporates this Regulation and the Celebron Code of Ethics.

2Composition of the Advisor network

At the date of this Regulation, the Celebron Advisor network is made up of independent professionals with senior experience in: strategy and innovation, M&A and capital operations, governance and sustainability, corporate and employment law, taxation, cybersecurity, institutional relations, architecture and real estate, hardware and semiconductors, carbon markets and artificial intelligence, digital transformation, business development, academic management. The updated list is published on the official website celebron.it.

3Appointment and vetting process

• The appointment of an Advisor is decided by Celebron’s management, after a reputational and professional check.
• For Advisors with institutional experience, the enhanced PEP check applies (see art. 4 of the Code of Ethics).
• On joining, each Advisor signs a declaration that no conflicts of interest exist and undertakes to report promptly any that may arise.

4Obligations of the Advisor

Each Advisor undertakes to:

• act with independent judgement, loyalty and professional diligence;
• maintain strict confidentiality on all information acquired, with no time limit, beyond the end of the relationship;
• comply with the Celebron Code of Ethics and this Regulation in every activity carried out on behalf of or in the interest of the Company;
• devote to the mandate an amount and quality of time consistent with the engagement received, documenting it in accordance with the Fee Schedule;
• refrain from any activity that may, even potentially, conflict with the interests of Celebron or of one of its clients;
• report promptly any fact, proceeding or circumstance that may affect their reputation or their suitability for the role.

5Incompatibility

The following are incompatible with the role of Celebron Advisor, unless authorised in advance in writing:

• holding offices or mandates with entities that are direct competitors of Celebron clients;
• active participation in tender, competition or selection procedures in which Celebron is advisor or party;
• holding significant interests in companies doing business with Celebron that have not been declared in advance.

6Confidentiality and protection of information

The Advisor undertakes to treat as confidential and privileged all information acquired in performing the mandate: documents, financial data, strategies, names of counterparties, business plans, institutional dossiers. Confidentiality also applies towards third parties not directly involved in the mandate, including other Advisors of the network. Using confidential information for personal or third-party interests is strictly prohibited, also after the end of the relationship.

7Attribution of work and Celebron ownership

Every document, analysis, opinion or output produced in performing the mandate is the exclusive property of Celebron, unless otherwise agreed. Business relationships, contacts and information assets generated during the mandate remain with the Company.

No Advisor is named in the contracts entered into with Celebron’s clients: Celebron acts as a single entity, with its own structure, because the strength of the network lies in the breadth and interchangeability of the skills deployed. The Advisors’ names are published only on the institutional website celebron.it.

8Time management and invoicing

The time devoted by Advisors is valued according to the Celebron Fee Schedule of 8 October 2026, available in the Fee schedule section. Each Advisor records the hours devoted to the mandate as agreed with Celebron. Invoicing of activities to the client is handled exclusively by Celebron.

9PEP clause and information barriers

For Advisors qualifying as Politically Exposed Persons (PEP) or with significant institutional experience, the following apply in addition to the general rules:

• an information barrier with regard to dossiers involving entities or persons with which the Advisor has been or is professionally connected;
• exclusion from participation in decisions that may create a conflict with current or past institutional functions;
• refraining from using their institutional role, even implicitly, to steer market dynamics or decisions of clients or counterparties.

10Withdrawal and termination

The relationship between Celebron and the Advisor may end upon: natural expiry of the Engagement Letter; withdrawal by either party with 30 days’ written notice, save for just cause for immediate termination; serious breach of the Code of Ethics or of this Regulation; loss of the requirements of reputational suitability.

On termination, the Advisor must return all documents and data in their possession and remains bound by the confidentiality clause. Celebron will remove the Advisor’s name from public lists within a reasonable time.

11Coordination with the Code of Ethics and the law

This Regulation is an integral part of Celebron’s governance system and is coordinated with:

• the Celebron Code of Ethics;
• the Fee Schedule of 8 October 2026;
• applicable Italian and European law (231/2001, 231/2007, GDPR, Legislative Decree 36/2023, Law 190/2012, Legislative Decree 24/2023).

12Publication and review

This Regulation is published on the official website celebron.it. Celebron reserves the right to update it at any time. Changes will be notified to active Advisors and published on this page.