Whistleblowing System

With Legislative Decree No. 24 of 10 March 2023, published in Official Gazette No. 63 of 15 March 2023, the Italian legislature implemented EU Directive 2019/1937, concerning the protection of persons who report breaches of European Union law and national laws, known as 'whistleblowing'.

Framon Spa, in compliance with the provisions of the law and with a view to guaranteeing fairness and transparency in the conduct of its business, has set up a computerised 'Whistleblowing' system, available to anyone wishing to report situations relevant to the law or internal regulations.

To this end, the Company took steps to:

• Set up an internal whistleblowing channel, by adopting the 'TeamSystem Whistleblowing' platform, which guarantees, by means of computerised and encryption tools, the confidentiality of the identity of the whistleblower and of the persons mentioned in the report, also allowing the submission of anonymous reports (hereinafter, the 'Software');
• Include on the company website a section dedicated to Whistleblowing, with a reference to the Software;
• adopt a regulation governing the procedures for making circumstantiated reports of unlawful conduct, relevant under Legislative Decree 231/01 and Legislative Decree 24/2023, with protection of confidentiality for the whistleblower, attached hereto, which we invite you to read;
• adapt the privacy forms and draw up the prior DPIA;
• inform the national trade union representatives of the adoption of the aforementioned Whistleblowing Regulation.

Below, we provide some operational indications, with an express invitation to consult the Regulation governing the Whistleblowing procedure, attached hereto.

Reporting characteristics

The report must relate solely to unlawful conduct, i.e. conduct constituting non-compliance with and/or violation of applicable laws and/or internal procedures and regulations. Therefore, reports concerning complaints, personal requests or, more generally, circumstances not relevant for this purpose, will not be taken into account. In particular, the following will be filed:

• reports relating to issues of a purely operational and/or organisational nature;
• reports of a personal nature;
• claims/complaints pertaining to the regulation of individual employment relationships, unless the reported conduct is in breach of applicable laws and/or internal procedures and regulations.

Reports must be made in good faith, circumstantiated and based on precise and concordant facts, also in order not to lose the effectiveness of the tool made available. Anyone who makes malicious or grossly negligent reports that later prove to be unfounded may be subject to disciplinary sanctions.

Management of reports

In order to protect the 'whistleblower' and the 'reported person' as much as possible, the necessary security measures have been taken: regardless of whether the 'whistleblower' chooses to make a report anonymously or not (as indicated in Section 6 below), the identity of the writer and the content of the report are guaranteed to be kept confidential through secure protocols and encryption tools that protect the personal data and information provided. The identity of the whistleblower is never disclosed without his or her consent, except in the cases provided for by the applicable legislation.

The body responsible for handling reports is:

• The Head of Administration and Human Resources, Mr. Ezio Mascherini;
• The Chairman of the Board of Statutory Auditors Mr. Antonio Elba, in his capacity as Reserve Manager, in the event of reports concerning the Administrative and Human Resources Manager or in respect of which he has a potential interest connected to the report, such as to compromise his impartiality and independence of judgement.

Transmission methods

To access the TeamSystem Whistleblowing platform, click on the link: https://framonspa.smartleaks.cloud/#/login.
The software allows users to:

• use an on-line questionnaire for reporting;
• exchange with the above-mentioned Whistleblowing Manager (or Reserve Manager), encrypted multi-media files that can only be deciphered by the recipients and discuss the report via chat;
• decide whether and when to declare their identity confidentially.

External reporting

Reports can also be sent using the external channel, activated and managed by the National Anti-Corruption Authority (ANAC), but only upon the occurrence of the conditions strictly indicated in Article 7 of Legislative Decree 24/2023, namely when:

• the whistleblower has already made an internal report and it has not been followed up by the designated person or office;
• the whistleblower has reasonable grounds to believe, based on concrete documented or documentable circumstances, that an internal report would not be effectively followed up;
• or the whistleblower has reasonable grounds to believe that the breach may constitute an imminent or obvious danger to the public interest.

The instructions on how to submit such reports are published on the ANAC website, in the section dedicated to Whistleblowing.

Public disclosure

Lastly, it is possible to publicly disclose information on violations, making it available to the public, only if the conditions set out in Article 15 of Legislative Decree 24/2023 are met and that is when:

• the whistleblower has previously made an internal and an external report or has made an external report directly, the conditions set out above having been met, and has not received a reply within the legal deadline;
• the whistleblower has reasonable grounds to believe that the breach may constitute an imminent or obvious danger to the public interest;
• the whistleblower has well-founded reasons to believe that the external report may entail a risk of retaliation or may not be effectively followed up due to the specific circumstances of the case, such as where evidence may be concealed or destroyed or where there is a well-founded fear that the recipient of the report may have colluded with the perpetrator of the violation or was involved in the violation.