Code of Ethics

1Introduction and scope

Celebron S.r.l. (hereinafter «Celebron» or «the Company»), with registered office at Via Roggia Guidana 4, 24126 Bergamo, Italy, VAT no. 03995290164, is an operating advisory and management platform working in Italy and abroad on complex mandates: M&A, healthcare PPP, energy infrastructure, sustainability, business transformation and institutional governance.

This Code of Ethics (hereinafter the «Code») sets out the principles of conduct that guide all of Celebron’s activities and with which all Recipients must comply.

The Recipients of the Code are:

• Celebron’s corporate bodies;
• shareholders, employees and internal collaborators;
• the Advisors of the Celebron network, however they are bound to the Company;
• operational partners, external consultants, suppliers and anyone who has professional or collaborative relations with Celebron.

2Fundamental principles

2.1 Integrity, loyalty, good faith

Celebron operates in strict compliance with Italian and international laws, applicable regulations and the principles of fairness, transparency and loyalty. Every Recipient must behave in such a way as not to undermine the moral and professional reliability of the Company.

2.2 Independent judgement

Celebron’s advisory work is founded on intellectual and professional independence. The opinions, recommendations and assessments given to clients must be free from undue influence and directed solely to the client’s interest and to compliance with the rules.

2.3 Confidentiality

All information acquired in performing a mandate — corporate data, strategies, personal data, intellectual property, ongoing negotiations — is treated as strictly confidential. The duty of confidentiality continues after the end of the relationship, without time limit unless otherwise provided by contract.

2.4 Prevention of conflicts of interest

Celebron has a policy of prevention and disclosure of conflicts of interest. No Recipient may take on mandates, interests or relationships that may, even potentially, conflict with the interests of a client of the Company without prior written notice to Celebron and formal authorisation.

2.5 Legality and compliance with the law

Celebron is committed to full compliance with all binding rules applicable to its business, with particular regard to:

• the rules on the administrative liability of entities (Legislative Decree 231/2001);
• anti-money laundering legislation (Legislative Decree 231/2007 as amended);
• anti-corruption legislation (Law 190/2012 and Legislative Decree 33/2013);
• personal data protection rules (Regulation (EU) 2016/679 — GDPR and Legislative Decree 196/2003);
• the Public Contracts Code (Legislative Decree 36/2023) in relations with the Public Administration;
• whistleblowing legislation (Legislative Decree 24/2023).

3Relations with the Public Administration

Relations with the Public Administration, institutions, public bodies and all those who hold public functions are based on the utmost transparency, traceability and fairness. In particular:

• any form of offer, promise or giving of money, benefits or other advantages aimed at influencing decisions or conditioning the conduct of public officials or persons in charge of a public service is prohibited;
• institutional relations are conducted solely by persons formally delegated by the Company and are always documented;
• in public procurement procedures Celebron fully complies with the tender rules and the principles of equal treatment, non-discrimination and proportionality;
• any consultancy for public entities is provided in compliance with the principles of rotation, transparency and economic fairness.

4PEP clause (Politically Exposed Persons)

Celebron’s network includes Advisors with institutional experience and, in some cases, Politically Exposed Person status under Legislative Decree 231/2007. For these persons:

• enhanced due diligence is applied to the mandates undertaken and to the counterparties;
• any participation in decisions that may create a conflict with the Advisor’s current or past institutional functions is excluded;
• an information barrier is maintained with regard to dossiers involving entities or persons with which the Advisor has been or is professionally connected.

5Data processing and information security

Celebron adopts appropriate technical and organisational measures to ensure the security, integrity and confidentiality of personal data and business information, in compliance with the GDPR. Access to dossiers is limited to those who strictly need it (need-to-know principle). Information acquired in the course of a mandate may not be used for purposes unrelated to it.

6Gifts, hospitality and presents

It is prohibited to receive or offer gifts, presents or other benefits of more than symbolic value if they may be interpreted as a means of influencing impartial judgement or obtaining undue advantages. Anything received or offered above the symbolic threshold must be reported to Celebron’s management.

7Protection of image and communication

Any external communication, publication, public appearance, social media post or interview that refers to Celebron or to one of its mandates must be consistent with the Company’s official position and, in the case of confidential dossiers, agreed in advance.

8Whistleblowing system

Any Recipient who becomes aware of conduct contrary to this Code, the law or applicable regulations must report it promptly to Celebron. Reports may be sent by email to info@celebron.it or by certified email (PEC) to celebronsrlbg@legalmail.it. Celebron guarantees the confidentiality of the whistleblower’s identity and protection against any form of retaliation, in accordance with Legislative Decree 24/2023.

9Disciplinary system

A breach of this Code constitutes a serious breach of contractual obligations and may result, depending on the person involved and the seriousness of the conduct, in: formal notice of breach, written warning, suspension or termination of the professional or collaboration relationship, civil liability action for the damage caused, reporting to the Judicial Authority in the cases provided for by law.

10Adoption, review and publication

This Code is adopted by Celebron, published on the official website celebron.it and forms an integral part of the contracts with employees, collaborators, Advisors, partners and suppliers. Celebron reserves the right to update it at any time. Changes will be published on this page and notified to active Recipients.