Code of Ethics

2. VALUE SYSTEM

2.1 RESPONSIBILITY AND COMPLIANCE WITH LAWS

Store Builder S.p.A.’s primary objective is compliance with applicable laws and regulations. It requires its shareholders, directors, collaborators, employees in general, and anyone performing representative functions, including de facto representation, to comply with legislation and all applicable rules, as well as the principles and procedures established for this purpose, and to adopt ethically correct conduct that does not compromise its moral and professional reliability.
Store Builder S.p.A. guides its decisions and conduct by the protection of the public interest entrusted to it.

The main reference regulations of Store Builder S.p.A. are:

• Legislative Decree 81/2008 and subsequent amendments and additions (Occupational Health and Safety)
• EU Regulation 2016/679 (GDPR) and subsequent amendments and additions, including the entry into force of the EU Data Act (Regulation 2023/2854, 12 September 2025) with regard to data sharing and portability aspects of generated data
  Legislative Decree 152/2006 and subsequent amendments and additions (Environmental Code)
• Law No. 633 of 22 April 1941 and subsequent amendments and additions (Copyright Protection)
• Administrative regulations relating to the management of the Human Resources department
• Regulations relating to general employment compliance obligations
• National and international accounting standards
• Articles of Association and regulations approved by the Shareholders’ Meeting
• Applicable tax legislation in force
• National Collective Labour Agreement for the Trade Sector (if applicable); Legislative Decree 24/2023 on whistleblowing.

2.2 HONESTY

Honesty is a fundamental principle for all activities of Store Builder S.p.A. Its initiatives, reporting, and communications are managed in accordance with this principle, which constitutes an essential element of organizational management.

Relations with stakeholders, at all levels, must be based on criteria and conduct of fairness, cooperation, loyalty, and mutual respect.

2.3 TRANSPARENCY AND COMPLETENESS OF INFORMATION

Store Builder S.p.A. recognizes the fundamental value of providing accurate information to shareholders, corporate bodies, and competent functions regarding significant events concerning corporate and accounting management, and in no way justifies actions by its collaborators that hinder control by the designated entities or organizations.

Store Builder S.p.A. ensures a continuous and complete flow of information among the corporate bodies, the various company departments, management, senior executives, the Supervisory Body, and, where necessary, public authorities.

In any case, the information disclosed both externally and within the organization complies with the requirements of truthfulness, completeness, and accuracy, including with regard to economic, financial, and accounting data.

2.4 FAIRNESS IN CORPORATE MANAGEMENT AND USE OF RESOURCES

Store Builder S.p.A. pursues its corporate purpose in compliance with the law, the Articles of Association, and corporate regulations, ensuring the proper functioning of corporate bodies and the protection of the shareholders’ property and participation rights, safeguarding the integrity of its share capital and assets.

2.5 CONFIDENTIALITY OF INFORMATION

Store Builder S.p.A. guarantees the confidentiality of the information in its possession, compliance with applicable legislation on the processing of personal data, and does not seek confidential data through illegal means.

All information available to the Organization is handled in compliance with the confidentiality and privacy of the individuals concerned.

Personnel who come into possession of information of business relevance or concerning any stakeholder are in no way authorized to disclose or use it outside the operational purposes for which they have been authorized by Management.

2.6 VALUE OF HUMAN RESOURCES AND RESPECT FOR THE INDIVIDUAL

Store Builder S.p.A. promotes respect for the individual and the physical and cultural integrity of the person.

The recipients of the Code of Ethics must behave in a manner that respects the rights and dignity of others and promotes orderly coexistence in the workplace.

Human resources are considered fundamental to the development of the Entity.

Store Builder S.p.A. ensures professional growth and development in order to enhance its knowledge base, in compliance with applicable regulations on individual personality rights, with particular regard to the moral and physical integrity of Personnel and respect for interpersonal relationships.

The Organization guarantees working conditions that respect individual dignity and safe workplaces, applying to its employees the applicable legislation and collective bargaining agreements, in full compliance with Legislative Decree 81/2008 and subsequent amendments and additions, and other national and EU regulations on health and safety at work, as well as Legislative Decree 196/2003 as amended by Legislative Decree 101/2018, in coordination with EU Regulation 2016/679 (GDPR) regarding the protection of employees’ personal data.

2.7 RESPONSIBILITY TOWARDS THE COMMUNITY

Store Builder S.p.A. undertakes to carry out its activities in compliance with local and national communities, implementing cultural and social initiatives aimed at enhancing its image within the community.

The Organization believes that its activities can positively influence the socio-economic development of the community and has decided to establish, where possible, a channel of dialogue with its stakeholders.

2.8 FAIRNESS IN RELATIONS WITH LOCAL AUTHORITIES AND PUBLIC INSTITUTIONS

One of the aims of Store Builder S.p.A. is to manage relations—including contractual ones—with public institutions, local authorities, and, in general, the Public Administration in full compliance with the principles of integrity, transparency, and fairness.
In particular, when applying for or managing public grants, funding, and contributions, the Company undertakes to ensure the utmost clarity and traceability of institutional relations, adopting procedures compliant with applicable regulations and the principles of the 231/2001 Model.

2.9 PROTECTION OF THE ENVIRONMENT, SAFETY, AND SUSTAINABLE DEVELOPMENT

Store Builder S.p.A. is committed to offering its clients construction and furnishing solutions with a low environmental impact, favoring recycled materials or materials containing a significant proportion of recycled content and, where possible, wood sourced from responsibly managed forests certified according to international standards (e.g. FSC® or PEFC™).

This commitment is reflected in the continuous search for suppliers and partners who share criteria of sustainability, traceability, and emission reduction, thereby contributing to environmental protection and the promotion of a circular economy.

2.10 COPYRIGHT PROTECTION

Store Builder S.p.A. pursues the objective of complying with intellectual property and plagiarism regulations, in particular the legal framework for copyright protection.

Plagiarism is defined as the partial or total attribution to oneself or to another author of words, ideas, research, or discoveries belonging to others, regardless of the language in which they are officially presented or disclosed, or the omission of proper source citation. Plagiarism may be intentional or the result of negligent conduct.

3. CODE OF CONDUCT

3.1 SHAREHOLDERS AND MEMBERS OF CORPORATE BODIES

Shareholders and members of corporate bodies
Shareholders and members of corporate bodies, fully aware of their responsibilities, are required not only to comply with the law but also to adhere to the provisions of the 231/01 Model and the Code of Ethics, of which the Model forms an integral part.

Shareholders and directors are required to:

• act with integrity, loyalty, and a sense of responsibility towards the Company;
• maintain conduct based on autonomy, independence, and fairness in relations with public institutions, private entities (including corporate creditors), economic associations, political forces, and any other national or international operator;
• ensure consistent and informed participation in meetings and activities of the corporate bodies;
• ensure the sharing of Store Builder S.p.A.’s ethical vision and mission;
• carefully assess situations of conflict of interest or incompatibility of roles—whether relating to internal or external assignments—and refrain from carrying out any transactions in which a conflict of interest arises in the course of their activities;
• not hinder the control and/or audit activities carried out by shareholders, other corporate bodies—including the Supervisory Body—or by the auditing firm;
• make confidential use of the information they become aware of, avoiding the exploitation of their position to obtain personal, direct or indirect advantages. Any external communication must comply with the company’s privacy policy and safeguard sensitive information;
• comply, within the scope of their competence and responsibility, with the rules of conduct established for the personnel of Store Builder S.p.A.

The 231/01 Model, with regard to shareholders, is aimed at:

• ensure maximum transparency towards the Company’s stakeholders;
• meet the legitimate expectations of the shareholders;
• ensure a continuous, accurate, and complete flow of information to the Board of Directors, the Shareholders’ Meeting, the Board of Statutory Auditors, and the Supervisory Body, as well as among these bodies;
• avoid any conduct aimed at unduly influencing the decisions of the Shareholders’ Meeting;
• prevent the dissemination of incorrect administrative and financial information by the organization to the shareholders.

Corporate reporting

Store Builder S.p.A. ensures that:

the keeping of accounting records, the preparation and drafting of the financial statements, economic reports, statements, reports, and corporate communications in general, as well as any other documents required for its operations, is carried out in compliance with applicable laws, principles, and regulations.

To this end, through its corporate bodies, it oversees the actions of the directors, the Chair, the company management, and any persons subject to their supervision, in any capacity involved in the preparation of accounting records, financial statements, or other similar documents.

Store Builder S.p.A. requires shareholders, in their representative capacities, to comply with the principles of fairness, cooperation, honesty, and respect for the law in all functions in which they are involved in the performance of corporate activities.

3.2 PERSONNEL

Store Builder S.p.A. recognizes its employees as a primary asset for achieving corporate objectives. To this end, the Organization establishes and maintains relationships based on mutual trust and loyalty, valuing individual capabilities wherever possible. The Company promotes staff training by fostering professional growth, refraining from any form of discrimination, and ensuring equal opportunities.

The term “Personnel” refers to both employees, collaborators, and directors.

The personnel of Store Builder S.p.A. must comply, in carrying out their duties, both in internal relations and in dealings with external counterparts, with applicable laws, the employment contract, the principles contained in the Legislative Decree 231/01 Model and in the Code of Ethics, also through an explicit declaration of full acceptance of this document. They must also base their conduct on the principles of integrity, fairness, loyalty, and good faith.

Personnel are required to avoid engaging in, collaborating in, or causing the implementation of conduct that may constitute the offences referred to in Legislative Decree 231/01; to cooperate with the Supervisory Body during verification and monitoring activities, providing the requested data and information; and to report to the Supervisory Body any malfunctions or breaches of the 231/01 Model and/or the Code of Ethics.

Personnel may, at any time, contact the Supervisory Body, either verbally or in writing – including by email at info@storebuilder.it – in order to:

• to obtain clarification on the interpretation of the Code of Ethics and/or the protocols of the 231/01 Model;
• to verify the legitimacy, appropriateness, or compliance of a specific conduct with the 231/01 Model and/or the Code of Ethics.

In addition to the general provisions set out above, Personnel must comply with the following rules of conduct concerning ethical issues of particular importance or specific areas of activity.

Human Resource Management Policies

Personnel are hired under regular employment contracts, and the Organization does not permit any form of irregular work. Furthermore, any form of discrimination against individuals is prohibited.
All decisions made in the context of personnel management and development are based on meritocracy, ensuring equal opportunities.
In the management of hierarchical relationships, authority is exercised with fairness and integrity, avoiding any abuse. It constitutes an abuse of a position of authority to request, as a duty owed to a hierarchical superior, services, personal favors, or any behavior that would constitute a violation of this Code of Ethics.

Personnel are fully valued through the use of all available tools to promote their development, potential, and professional growth.

The relevant functions must therefore:

• ensure the selection, hiring, training, compensation, and management of employees or collaborators without any form of discrimination;
• create a working environment in which personal characteristics cannot give rise to discrimination;
• adopt criteria based on merit, competence, and in any case strictly professional considerations for any decision concerning an employee or collaborator;
• ensure a healthy and safe working environment for all employees, collaborators, and directors;
• create a working environment in which employees and collaborators feel free to express their ideas and beliefs in order to “enrich” the Organization and improve its performance.

Those who believe they have been subjected to offenses or discrimination may report the incident to Management or the relevant functions, which—if deemed necessary—will forward the information to the Supervisory Body for the verification of the facts and the application of the appropriate measures.
Differences in treatment based on objective criteria that do not conflict with the law or with the collective agreement do not fall within the concept of discrimination.

Requests or threats intended to induce individuals to act against the law and the Code of Ethics, or to engage in conduct that violates each person’s moral and personal beliefs, are not tolerated and will therefore be sanctioned.

Personnel Selection and Establishment of the Employment Relationship

Personnel are hired by assessing the alignment of their qualifications and characteristics with the required company profiles.
All personnel are hired under regular employment contracts; no form of irregular or undeclared work is permitted.

The employee/collaborator/director receives comprehensive information regarding the characteristics of their duties and role, the regulatory and remuneration aspects, the rules and procedures for managing risks related to personal health, and the ethically acceptable conduct within the Organization.

The granting of salary increases, as well as bonus and incentive schemes and access to higher positions or roles (promotions), is linked—alongside applicable laws and collective labor agreements—to the individual merits of employees.

Store Builder S.p.A. undertakes not to favor any form of patronage or nepotism, and not to establish employment relationships with individuals involved in acts of terrorism.

Personnel Management

Store Builder S.p.A. avoids any form of discrimination against its collaborators.
In the context of personnel management and development processes, as well as during the selection phase, decisions
are based on the match between expected profiles and the profiles held by collaborators (for example, in the case of promotion or transfer) and/or on merit-based considerations (for example, the allocation of incentives based on achieved results).
Access to roles and positions is likewise determined on the basis of skills and abilities;
Furthermore, insofar as compatible with overall work efficiency, those forms of work organization flexibility
that facilitate the management of maternity and, more generally, childcare responsibilities are encouraged.

Enhancement and Training of Human Resources

Managers make full use of and enhance all the professional skills within the organization by activating the available tools to promote the development and growth of their collaborators (for example, job rotation and mentoring alongside experienced personnel).
In this context, it is particularly important for managers to communicate the collaborator’s strengths and weaknesses, so that the latter can work toward improving their skills, also through targeted training.

Store Builder S.p.A. provides all collaborators with informational and training tools aimed at enhancing specific skills and preserving the professional value of its personnel.

Fair Exercise of Authority

In establishing hierarchical relationships, Store Builder S.p.A. undertakes to ensure that authority is exercised with fairness and integrity, avoiding any abuse. In particular, Store Builder S.p.A. guarantees that authority does not turn into an exercise of power that is detrimental to the dignity and autonomy of collaborators, and that work organization decisions safeguard the value of collaborators. It constitutes an abuse of a position of authority to request, as something owed to a hierarchical superior, services, personal favors, or any conduct that would constitute a violation of the Code of Conduct.

Work Organization Measures

In the event of work reorganization, the value of human resources is safeguarded by providing, where necessary, training and/or professional requalification measures.

Use and Safeguarding of the Organization’s Assets

Personnel must behave responsibly and in accordance with the operational procedures established to regulate their use, documenting their use where appropriate. In addition, personnel are responsible for safeguarding the resources entrusted to them and are required to promptly inform the relevant departments of any threats or events that may cause damage to the Organization or its assets.

In particular, personnel are required to:

• avoid improper use that may cause undue costs, damage, or reduced efficiency, or that is otherwise contrary to the Organization’s interests;
• strictly comply with the policies and internal procedures, including those not formally documented, in order not to compromise the functionality, protection, and security of Store Builder S.p.A.’s IT systems, equipment, and facilities;
• always operate in compliance with the safety regulations established by law and internal procedures, in order to prevent possible damage to property, people, or the environment;
• use the Organization’s assets, of any type and value, in compliance with the law, internal regulations, and the principles of this Code of Ethics;
• use the Organization’s assets exclusively for purposes related and instrumental to the performance of work activities; in any case, unless otherwise provided for by specific regulations or company agreements, the use or transfer of such assets by or to third parties, even on a temporary basis, is prohibited; and, where possible, take action to reduce the risk of theft, damage, or other threats to the assigned or available assets and resources, promptly informing the relevant departments in the event of any abnormal situations.

Unlawful Conduct

Personnel, in line with the values of honesty and transparency, undertake to implement all necessary measures to prevent and avoid the commission of unlawful acts.
Store Builder S.p.A. prohibits the payment of sums of money or the use of any other forms of corruption for the purpose of obtaining direct or indirect advantages for the Organization. Store Builder S.p.A. also prohibits the acceptance of gifts or favors from third parties that go beyond normal rules of hospitality and courtesy.

Conflict of Interest

Personnel are required to avoid all situations and activities in which a conflict with the Organization’s interests may actually arise, or that may interfere with their ability to make decisions impartially, in the best interest of the company and in full compliance with the provisions of the Code of Ethics.

Furthermore, they must refrain from deriving personal benefit from transactions involving the Organization’s assets or from business opportunities of which they have become aware in the course of performing their duties.
Store Builder S.p.A. recognizes and respects the right of its employees, collaborators, and directors to participate in investments, business activities, or other activities outside those carried out in the interest of the Organization, provided that such activities are permitted by law and contractual provisions and are compatible with the obligations assumed in their capacity as employees, collaborators, or directors.

Personnel of Store Builder S.p.A. or its subsidiaries are required to avoid conflicts of interest between their personal and family economic activities and the duties they perform within their respective organization. By way of example, but not limited to, the following situations give rise to conflicts of interest:

• use their position or information acquired in the course of their work in such a way as to create a conflict between their personal interests and those of the Organization;
• engage in any kind of work activity with clients, suppliers, competitors, public bodies, or entities or organizations of public interest;
• accept or offer money, favors, or benefits from individuals or companies that are or intend to enter into business relationships with Store Builder S.p.A.;
• hold public office in entities that may have relations with Store Builder S.p.A., thereby creating conditions for a potential conflict of interest.
• Personnel in senior roles, who are required to make decisions in situations where there is a clear conflict between their personal interests and those of the Organization, must:
• disclose the existence and nature of such conflict to the Supervisory Body and to their direct hierarchical superior;
• astenersi dall’esercitare il proprio ruolo decisionale e demandare tale ruolo ad altri soggetti incaricati dall’azienda; qualora tale astensione o delega non sia possibile, devono comunque coinvolgere altri soggetti nel processo decisionale al fine di garantire maggiore trasparenza.

In order to prevent and properly manage situations of conflict of interest, including those potentially detrimental to the Organization, at the time of assignment or commencement of the employment relationship it requires its directors, employees, and collaborators in any capacity to sign a specific declaration excluding the existence of any conflict of interest between the individual and the Organization, or, in the event such conditions exist, to specify their nature.

Health and Safety at Work

Store Builder S.p.A. considers issues related to workers’ health and safety to be of the utmost importance.

In matters of health and safety at work, personnel must:

• take care of their own health and safety and that of other people present in the workplace who may be affected by their actions or omissions, in accordance with the training, instructions, and means provided by the employer;
• contribute, together with the employer, managers, and supervisors, to the fulfillment of the obligations established for the protection of health and safety in the workplace;
• comply with the provisions and instructions given by the employer, managers, and supervisors for the purposes of collective and individual protection;
• use work equipment correctly as well as safety devices;
• immediately report to the employer, manager, or supervisor any deficiencies in the above-mentioned equipment and devices, as well as any hazardous situations of which they become aware, and, in case of urgency and within the scope of their competence, take action to eliminate or reduce serious or imminent danger, informing the workers’ safety representative as well;
• not remove, without authorization, safety, warning, or control devices;
• not undertake, on their own initiative, operations or maneuvers that are not within their competence or that could compromise their own safety or that of other workers;
• participate in the training and education programs organized by the employer;
• undergo the health surveillance examinations required by applicable legislation or otherwise prescribed by the competent physician.

All employees, collaborators, and directors are required to strictly comply with the rules and obligations arising from health and safety legislation, as well as all measures set out in internal procedures and regulations. Particular attention shall be given to pregnant women, in order to ensure working conditions appropriate to their physical and psychological needs.

Privacy Management and Confidentiality of Information

The privacy of personnel and the confidentiality of information are protected in compliance with applicable legislation, also through operational standards that specify the information received and the related methods of processing and storage, which all personnel are required to strictly comply with.
Any inquiry into individuals’ opinions, private life, or state of health is excluded.

Employees, collaborators, and directors are required to implement the Organization’s information security policies in order to ensure the integrity, confidentiality, and availability of information.

It is the duty of every employee, collaborator, and director to ensure the level of confidentiality required by the circumstances for any information acquired in the course of their work. In this regard, it is reiterated that personnel who, for any reason, come into possession of information of interest to the Organization or relating to any stakeholder must keep such information confidential and are in no way authorized to disclose or use it outside the operational purposes for which they have been authorized by Management.

Protection of Personal Integrity

Store Builder S.p.A. is committed to protecting the moral integrity of its collaborators by ensuring the right to working conditions that respect human dignity. For this reason, it safeguards workers from acts of psychological violence and opposes any attitude or behavior that is discriminatory or harmful to the individual, their beliefs, or their preferences (for example, insults, threats, isolation, excessive intrusion, or professional limitations).
Sexual harassment is not permitted, and behaviors or remarks that may offend or disturb a person’s sensitivity must be avoided (for example, the display of images with explicit sexual references, or persistent and repeated sexual innuendos).
A collaborator who believes they have been subjected to harassment or discrimination on grounds related to age, sex, sexuality, race, health status, nationality, political opinions, or religious beliefs, etc., must report the incident to the Company, which will assess whether there has been an actual violation of the Code of Conduct. However, differences in treatment are not considered discrimination if they are justified or justifiable on the basis of objective criteria.

Protection of Company Assets

Each collaborator is required to act diligently to safeguard company assets, through responsible behavior and in line with the operational procedures established to regulate their use, accurately documenting their use. In particular, each collaborator must:

• use the assets entrusted to them with care and prudence;
• avoid improper use of company assets that could cause damage or reduce efficiency, or that is otherwise contrary to the Company’s interests;
• comply with the Company’s information security policies in order to ensure their integrity.

The Company reserves the right to prevent improper use of its assets and infrastructure through accounting systems, financial control reporting, and risk analysis and prevention tools, while ensuring compliance with applicable laws (Data Protection Law, Workers’ Statute, etc.).

With regard to IT applications, each collaborator is required to:

• strictly comply with the Company’s security policies, in order not to compromise the functionality and protection of IT systems;
• not send threatening or abusive email messages, refrain from using inappropriate language, and avoid making improper comments that may offend individuals and/or damage the Company’s image;
• not browse websites with indecent or offensive content / PTP (peer-to-peer) networks.

Relations with Customers/Users, Suppliers, and ATI Partners

Store Builder S.p.A.’s activities aimed at acquiring contracts shall be carried out in compliance with sound economic principles, within a proper market context and in fair competition with competitors, and in accordance with applicable laws and regulations.

Store Builder S.p.A.’s conduct towards customers/users, suppliers, and partners is based on honesty, respect, courtesy, and availability, with a view to fostering a collaborative and highly professional relationship.
Store Builder S.p.A. pursues its mission through the provision of high-quality services at competitive conditions and in compliance with all regulations protecting fair competition.

Personnel are required to:

• provide, efficiently, courteously, and promptly, within the limits of contractual provisions, high-quality services that meet the customer’s reasonable expectations and needs;
• provide, where necessary and in the manner and form set out in Company policies, accurate and comprehensive information regarding the services provided by the Organization, so that the customer can make informed decisions;
• meet customers’ expectations in terms of honesty, transparency, and full compliance with the law and contractual agreements;

– adhere to truthfulness in advertising or other communications, and in particular in all commercial activities.

Supplier Selection

Purchasing processes are based on the search for suppliers possessing the requirements capable of meeting Store Builder S.p.A.’s needs, on the granting of equal opportunities to all suppliers, and on principles of fairness, integrity, and impartiality.

In particular, the employees involved in these processes are required to:

• – not preclude any party meeting the required qualifications from the opportunity to compete for the award of contracts, adopting objective and documentable criteria when selecting the shortlist of candidates;
• ensure sufficient competition, for example by considering at least three companies in the supplier selection process; any exceptions must be authorized and documented.

For certain product categories, Store Builder S.p.A. maintains a supplier register whose qualification criteria do not constitute a barrier to entry. For Store Builder S.p.A., the reference requirements are:

• the appropriately documented availability of resources, including financial means, organizational structures, capabilities and design resources, know-how, etc.;
• the existence and effective implementation, where applicable, of corporate quality management systems (ISO 9001).

Supplier selection must be carried out in accordance with the Organization’s internal procedures and applicable regulations, with the aim of establishing fair and transparent relationships.
Supplier selection is carried out in compliance with the law, the company’s bylaws, and equal opportunity principles. In any case, supplier selection and the determination of purchasing conditions are based on parameters such as quality, value for money, price, capability, flexibility, efficiency, ethics, and compliance with the law.

More generally, in the selection of suppliers, Store Builder S.p.A. considers the following reference requirements:

• the professionalism and reliability of the counterpart;
• the appropriately documented availability of resources, including financial means, organizational structures, capabilities and design resources, know-how, etc.;
• the existence and effective implementation of quality, safety, and environmental management systems;
  – environmentally responsible conduct;
• conduct that does not negatively affect the image and good reputation of Store Builder S.p.A.

In contracts, procurement, and generally in the supply of goods and services, the Organization:

• applies, in supplier selection, the evaluation criteria set out in the existing procedures, in an objective and transparent manner;
• does not preclude any party meeting the required qualifications from competing for the award of contracts, adopting in the selection of candidates;
• objective and documentable criteria, while in any case respecting the principles of cooperation and mutuality set out in the company’s bylaws;
• maintains frank and open dialogue with suppliers, in line with good commercial practices;
• complies with, and requires compliance with, all obligations imposed by applicable legislation on safety, procurement, and social security and tax contributions, within the context of contracting, supply, and procurement relationships.

The execution of a contract with a supplier and the management of the related relationship are based on relationships of utmost clarity, avoiding, as far as possible, excessive mutual dependence.

To ensure maximum transparency and efficiency of the purchasing process, Store Builder S.p.A. establishes:

• adequate traceability of the decisions made;
• the retention of information, as well as contractual documents, for the periods established by applicable regulations.

Store Builder S.p.A. requires its suppliers/partners to:

• provide continuous, complete, and comprehensive information, especially from coordinators and instructors;
• avoid any improper handling of administrative documents related to the training and consultancy activities carried out;
• full compliance with the law and with internal procedures governing the management, delivery of consultancy services, and provision of training programs; in this regard, all Store Builder S.p.A. suppliers are prohibited from soliciting, requesting, or requiring course participants and service users to produce documents or affix signatures that do not correspond to the actual performance of the activities, in terms of their formal and substantive content;
• the use and storage of registers, internship records, and any other documents relating to the delivery of Store Builder S.p.A.’s training projects, as well as documentation related to consultancy activities, with the utmost care, adopting and implementing all necessary measures to prevent their loss, damage, or theft;
• the management and drafting of the aforementioned documents with the utmost confidentiality and in compliance with the principles of truthfulness and completeness, both with regard to the information and data reported and with regard to the affixing of signatures where required, given their legal and evidentiary value.

In particular, in the event that Store Builder S.p.A. establishes consortia or business associations to participate in a tender or to execute a specific contract, the grouped companies (or partners) must undertake to conduct themselves in compliance with applicable legislation and common principles of professional ethics, as set out by way of example, but not limited to, in this Code of Ethics.

Such partners are also required not to submit, directly or indirectly, their own competing bids to the contracting authority in the tender procedure, in competition with the activities carried out by the forming Temporary Business Association (ATI).

In order to align the procurement of goods and services with relevant ethical, social, and environmental principles, Store Builder S.p.A. may require, for specific supplies, social and/or environmental requirements.

Gifts, Hospitality, and Benefits Management

It is prohibited, in dealings with public officials and persons in charge of a public service, to give or promise money or other benefits in any form, whether such conduct is carried out for the exclusive interest of the individual or for the benefit or interest of Store Builder S.p.A.

It is also prohibited to make any form of gift or courtesy payment, or to grant benefits to parties that have commercial and/or business relationships with Store Builder S.p.A., except where—also taking into account the countries in which Store Builder S.p.A. operates—such gifts, courtesies, or benefits are of modest value and fall within normal business practices and customs.

In any case, each employee or collaborator of Store Builder S.p.A., before making any form of gift, courtesy payment, or benefit exceeding modest value as defined in Italy, must, if an employee, request express authorization from the head of the department and/or organizational unit with which they collaborate, in order to agree on the appropriate course of action.

The head of the department and/or organizational unit must request authorization from their hierarchical superior for any initiatives they intend to undertake directly.
In any case, anyone acting in the name and on behalf of Store Builder S.p.A. must refrain from practices that are not permitted by law, commercial practice, or the ethical codes—if known—of the public and/or private counterparties with whom they have dealings, both in Italy and abroad.
Employees and collaborators of Store Builder S.p.A. who, in the course of their work for the Company, receive gifts, presents, or benefits in any form are required to report them to the head of the department and/or organizational unit under whose supervision they operate, if employees, or with whom they collaborate, if collaborators, or, in the case of employees, to their direct hierarchical superior, who will inform Top Management, whenever the value of such gifts, presents, or benefits exceeds a modest amount as assessed according to the practices and customs in force in the place and sector in which the employee or collaborator operates.

Employees or collaborators of Store Builder S.p.A. are prohibited from receiving any form of gift, courtesy payment, or benefit from parties that have dealings with Store Builder S.p.A., in cases where the Company acts as a contractor for public works or as a provider of a public service.

Relations with the Public Administration

Relations pertaining to Store Builder S.p.A.’s activities with public officials or persons in charge of a public service (acting on behalf of central or local Public Administrations, legislative bodies, European Union institutions, international public organizations, or any foreign state), with the judiciary, with public supervisory authorities and other independent authorities, as well as with private partners holding public service concessions, must be conducted and managed in full and strict compliance with applicable laws and regulations, the principles set out in the Code of Ethics, and the procedures established under the 231/01 Model, in such a way as not to compromise the integrity and reputation of either party.

To this end, the assumption of commitments with Public Administrations and Public Institutions is reserved exclusively to the designated and authorized functions, which shall carry them out in full compliance with applicable laws and the principles of this Code of Ethics, as well as in strict observance of the internal protocols set out in the 231/01 Model.

Store Builder S.p.A. prohibits its employees, collaborators, directors, representatives, and, more generally, all those who operate in its interest, in its name, or on its behalf, from accepting, promising, or offering, even indirectly, money, gifts, goods, services, benefits, or undue favors (including employment opportunities) in connection with dealings with public officials, public service appointees, or employees, in general, of the Public Administration or other public institutions, or private individuals, for the purpose of influencing their decisions, in order to obtain more favorable treatment or undue advantages, or for any other purpose.

Any employee, collaborator, or director who receives, directly or indirectly, requests or offers of money or any kind of benefit (including, for example, gifts or presents of more than nominal value) improperly made to or by those acting on behalf of Store Builder S.p.A. in the context of dealings with public officials, public service appointees, or employees in general of the Public Administration (in Italy or other foreign countries) or other public institutions, or with private parties (Italian or foreign), must immediately report it to the Supervisory Body and to the relevant internal function responsible for taking the appropriate measures.

Therefore, any relationship with State or international institutions is to be understood exclusively as being carried out through forms of communication aimed at explaining Store Builder S.p.A.’s activities, responding to requests or acts of parliamentary or investigative oversight (questions, interpellations), or otherwise making the Company’s position known on relevant issues.

Management of public funding and public procurement

Store Builder S.p.A., in applying for and managing grants, subsidies, and financing of any kind obtained from the State, any other public body, or the European Union, requires its employees, collaborators, and directors to comply with the principles of legality, transparency, and fairness.

• To this end, Store Builder S.p.A. and its employees, directors, collaborators, and representatives in any capacity must:
  – act, without any form of discrimination, through the designated communication channels with institutional counterparts at national, international, European Union, and local level;
• represent its interests and positions in a transparent, rigorous, and consistent manner, avoiding any conduct of a collusive nature;
• avoid and condemn any conduct aimed at obtaining any type of grant, financing, subsidized loan, or other similar disbursement through statements, documents, or financial reports that are altered or falsified for such purpose, or through omitted information, or, more generally, through any artifices or deception, including those carried out by means of IT or telematic systems, intended to mislead the granting body;
• carry out thorough and diligent verification of the data contained in statements submitted to granting bodies;
• avoid the use of public funds, even of modest value and/or amount, for purposes other than those for which they were obtained.

Store Builder S.p.A., when participating in public tenders, adopts conduct based on the principles of good faith, professional fairness, loyalty, and legality toward the public authority and other competing parties.

In the management of and participation in public procurement procedures, Store Builder S.p.A. operates in full compliance with applicable laws and regulations, in particular with the provisions of the Public Contracts Code (Legislative Decree 36/2023) and subsequent amendments, as well as the relevant implementing regulations, ministerial circulars, regional laws, acts issued by local public authorities, and, more generally, any other legislative and administrative provisions, both Italian and European.

In particular, Store Builder S.p.A. refrains from engaging in anti-competitive conduct, such as:

• promises, offers, or payments made to competitors in order to obtain the award of the tender, or to induce them not to participate, to withdraw their bid, or to submit clearly abnormal or unreasonably low offers;
• agreements with competitors aimed at influencing the award/negotiation price or other contractual terms.

Store Builder S.p.A. also refrains from any offer of money, benefits, valuable goods, or any form of advantage, including indirect advantages, to public employees who promote or manage, in any capacity, public procurement procedures or negotiations with public entities.

The personnel of Store Builder S.p.A. responsible for preparing the documentation required for participation in public procurement procedures must:

• provide contracting authorities with truthful information;
• ensure that such information is complete and up to date;
• comply, in the submission of documentation, with the deadlines set out in the Public Procurement Code and in public tender notices.

In any case, Store Builder S.p.A. and its employees, collaborators, and directors undertake to report to the Supervisory Body any information they become aware of regarding conduct contrary to the above principles, even if such conduct is carried out by competitors and/or partners.

Relations with political and trade union organizations

Store Builder S.p.A., when providing any contributions to political parties, movements, committees, and political or trade union organizations, as well as their representatives and candidates, adopts procedures and methods that are documented, traceable, and compliant with applicable laws and regulations.

In any case, such contributions are unrelated to any direct or indirect interest of Store Builder S.p.A. in obtaining benefits, interference, or preferential treatment. Under no circumstances shall the aforementioned contributions be granted in a reciprocal manner, thereby excluding any form of political exchange.

Relations with the media and dissemination of information

External communications are guided by the principles of truthfulness, accuracy, transparency, and prudence, and are intended to promote awareness of the Company’s policies, as well as its programs and projects.

Relations with the media are based on this principle and are reserved exclusively for authorized personnel, who manage them in accordance with the policies adopted by the Company.

Personnel must treat data, information, and news of which they become aware with the utmost confidentiality, avoiding their disclosure for speculative purposes, whether for their own benefit or that of third parties.

Antitrust regulations and regulatory authorities

Store Builder S.p.A. recognizes free competition in a market economy as a decisive factor for growth and continuous corporate improvement. The Company aims to protect the value of fair competition by refraining from collusive, predatory conduct and abuse of a dominant position.

Store Builder S.p.A. fully and diligently complies with the principles and rules of free competition and antitrust regulations. The governing body defines the competition policy and provides the necessary support to management. Store Builder S.p.A. does not refuse, conceal, or delay any information requested by the antitrust authority and other regulatory bodies in the exercise of their inspection functions, and cooperates actively during investigative proceedings.

Transparency in accounting, documentation, and reporting

Store Builder S.p.A. strives to ensure that its economic and financial performance is such as to safeguard and increase the value of the company, in order to adequately remunerate the risk assumed through the investment of its capital.

The commitment of Store Builder S.p.A. is focused on maximizing long-term value. To uphold this commitment, the Company adopts financial planning and control standards, as well as accounting systems, that are consistent with and appropriate to the accounting principles applicable to the Company.

In carrying out this practice, Store Builder S.p.A. operates with the utmost accounting transparency, in line with best business practices. Such transparency is based on the truthfulness, accuracy, and completeness of the underlying information used for the related accounting records.
For each transaction, adequate supporting documentation of the activity performed is kept on file, so as to allow for proper accounting recording, the identification of the different levels of responsibility, and the accurate reconstruction of the transaction.

Each accounting entry, in turn, must accurately reflect what is set out in the supporting documentation.

Internal control

Store Builder S.p.A. recognizes the utmost importance of internal control, understood as a process carried out by Company Representatives, aimed at facilitating the achievement of corporate objectives, safeguarding assets, ensuring compliance with applicable laws and regulations, and preparing financial statements and economic and financial data that are reliable, true, and accurate.

For this purpose, Store Builder S.p.A. has created and developed over time a set of suitable tools, procedures, and mechanisms designed to manage the functioning and monitoring of the organization.

Fully aware that the internal control system is a key element of sound corporate management, Store Builder S.p.A. is committed to ensuring that employees’ awareness of the importance of control is strengthened at all organizational levels.

At the same time, all Company Representatives must feel responsible for maintaining and managing an effective internal control system. For this reason, management should not limit itself to participating in the control system within the scope of its own responsibilities, but must also commit to sharing its values and tools with each employee or colleague.

Everyone must feel responsible for safeguarding the Company’s assets (whether tangible or intangible) and for their proper use. It is prohibited to misuse or damage the Company’s assets and resources, or to allow others to do so.

Corruption and extortion

Store Builder S.p.A. is committed to implementing all necessary measures to prevent and avoid acts of corruption and extortion.

It is not permitted to pay sums of money or engage in any other form of corruption in order to obtain direct or indirect advantages for the Company itself. It is prohibited to accept gifts or favors from third parties that go beyond normal rules of hospitality and courtesy.

This applies both in cases where a Company Representative pursues interests other than the Company’s business mission or personally benefits from business opportunities.

Diversity and equal opportunities

Store Builder S.p.A. recognizes diversity of cultures and talents as a fundamental value and aims to attract and develop individuals with leadership skills, a passion for technological systems, and intellectual curiosity.

Store Builder S.p.A. avoids any form of discrimination in all decisions that affect its relationships with its stakeholders.

Diligence and fairness in contract management

Contracts and work assignments must be performed in accordance with what has been knowingly agreed upon by the parties. For the proper management of contractual relationships, Store Builder S.p.A. undertakes not to exploit positions of dominance over its counterparties and to ensure broad and comprehensive information is provided to all employees and collaborators involved in the activities covered by the contracts entered into.

3.3 THIRD-PARTY RECIPIENTS

In addition to members of the corporate bodies and Company Personnel, this Code of Ethics and the Organisational, Management and Control Model pursuant to Legislative Decree 231/01 also apply to Third-Party Recipients, meaning external parties who operate, directly or indirectly, for Store Builder S.p.A. (including, by way of example, consultants, suppliers, business partners, etc.).

Third-Party Recipients are therefore required to comply with the provisions set out in the Organisational, Management and Control Model pursuant to Legislative Decree 231/01 and in this Code of Ethics and, in particular—within the limits of their respective duties and responsibilities—the relevant ethical principles and the rules of conduct established for Company Personnel.

In the absence of an express commitment to comply with the rules and provisions of the Organisational, Management and Control Model pursuant to Legislative Decree 231/01 and the Code of Ethics, Store Builder S.p.A. will not enter into or continue any relationship with the Third-Party Recipient.

To this end, engagement letters or contractual agreements include specific clauses confirming the Third Party’s obligation to comply with the Code of Ethics and which, in the event of explicit breaches of the Organisational Model pursuant to Legislative Decree 231/01, allow the Company—depending on the severity of the breach—to issue a formal notice, apply penalties, or terminate the contract, without prejudice to the right to seek compensation for damages.

4. INTERNAL CONTROL SYSTEM

4.1 THE INTERNAL CONTROL SYSTEM

It is the objective of Store Builder S.p.A. to promote at all levels a culture characterized by awareness of the existence of controls and the adoption of a mindset oriented toward exercising control.
Internal controls refer to all the tools necessary or useful to direct, manage, and verify the Company’s activities, with the aim of ensuring compliance with laws and procedures, protecting the Company’s assets, safeguarding people’s health and safety, efficiently managing operations, and providing accurate and complete accounting and financial data.

The internal control system as a whole must reasonably allow for:

• compliance with applicable laws, company procedures, and the Code of Ethics;
• compliance with the Company’s strategies and policies;
• the protection of the Company’s assets, both tangible and intangible;
• the effectiveness and efficiency of management;
• the reliability of internal and external financial, accounting, and management information.

The responsibility for implementing an effective internal control system is shared at every level of the organizational structure; consequently, all Personnel, within the scope of their respective functions, are responsible for defining and ensuring the proper functioning of the control system.

A Supervisory Body is established, entrusted with the following duties regarding the implementation of the Code of Ethics:

• monitor the application of the Code of Ethics by the relevant parties;
• concerned, through the implementation of specific internal audit plans and by receiving any reports submitted by internal and external stakeholders;
• report to the Company’s management and administrative bodies, requesting the application of any sanctions for violations of this Code of Ethics;
• report periodically to the Board of Directors on the results of its activities, highlighting any significant breaches of the Code of Ethics;
• issue opinions on the review of the most relevant policies and procedures, in order to ensure their consistency with the Code of Ethics;
• and, where necessary, propose periodic revisions of the Code of Ethics.

 

The task of supervising compliance with the Code of Conduct is entrusted to the Supervisory and Control Body, the institution responsible for monitoring the functioning and observance of the Organizational and Management Model adopted by Store Builder S.p.A. pursuant to Legislative Decree 231/2001 and subsequent amendments – updated, among other things, with the inclusion of crimes against animals (Article 25-undevicies, Law 82/2025) – and endowed with independent powers of initiative and control.

The Supervisory Body operates with impartiality, authority, continuity, professionalism, and autonomy, and for this purpose:

• it is granted free access to all sources of information of Store Builder S.p.A.;
• it is entitled to review documents and consult data;
• it suggests any updates to the Code of Conduct, also on the basis of reports provided by employees;
• it may carry out checks, including periodic audits, on compliance with the Code of Conduct.
• The Supervisory Body operates with broad discretion and, given the size of Store Builder, coincides with the management body and is supported by the administrative body, with which it collaborates in complete independence.

The Supervisory Body (OdV) is appointed by the Chairman of the Board of Directors of Store Builder S.p.A., following a resolution of the Board itself.

The appointment is made in compliance with the requirements of autonomy, independence, professionalism, and continuity of action, as required by Article 6 of Legislative Decree 231/2001. 231/2001.

The Chairman of the Board of Directors ensures that the members of the Supervisory Body possess adequate expertise in legal, administrative, organizational, and internal control matters, as well as the absence of any conflict of interest that could compromise the impartiality of their work.

The term of office, the procedures for removal, and any renewal are governed by a specific resolution of the Board of Directors, in compliance with the provisions of the Organisational Model pursuant to Legislative Decree 231/01 and the Confindustria Guidelines (latest version 2021).

In the event that, for any reason, the Supervisory Body (OdV) has not been formally appointed, the supervisory functions provided for under Article 6 of Legislative Decree 231/2001 are temporarily assigned to the Chairman of the Board of Directors of Store Builder S.p.A.

In such circumstances, the Chairman of the Board of Directors ensures the monitoring of the functioning and observance of the Organizational, Management and Control Model, guaranteeing the continuity of verification activities and compliance with the requirements of autonomy and independence provided for by the applicable regulations, until the subsequent appointment of the Supervisory Body by the Board itself.

4.2 COMMUNICATION AND TRAINING

The Code of Ethics is made known to all relevant internal and external stakeholders through appropriate communication activities.

In order to ensure a proper understanding of the Code of Ethics, the Human Resources Department prepares and implements, also on the basis of any indications provided by the Supervisory Body, a periodic communication, training, and information plan aimed at promoting knowledge of the ethical principles and rules contained in the Code.

Training initiatives may be tailored according to the roles and responsibilities of employees and collaborators.

 

Reporting by interested parties

Store Builder S.p.A. establishes communication channels through which interested parties may submit their reports regarding the Code of Ethics or any possible violations thereof directly to the Supervisory Body.

All interested parties may report, in writing and on a non-anonymous basis, either on paper or via a dedicated email address, any breach or suspected breach of the Code of Ethics to the Supervisory Body, which will assess the report and, if necessary, hear both the reporting party and the person responsible for the alleged violation.

The Supervisory Body acts in such a way as to protect whistleblowers against any form of retaliation, understood as any act that may give rise even to the mere suspicion of being a form of discrimination or disadvantage.

The confidentiality of the whistleblower’s identity is also ensured, subject to legal obligations.

4.3 VIOLATION OF THE CODE OF ETHICS

In the event of a confirmed breach of the Code of Ethics, the Supervisory Body reports the matter and requests that Management apply any sanctions deemed necessary and, in more significant cases, reports it to the Board of Directors.

If such violations involve one or more members of the Board of Directors, the Supervisory Body shall forward the reports and the proposed disciplinary sanction for information to the Board itself, as a collective body, and to the Board of Statutory Auditors, for the possible convening of the Shareholders’ Meeting.

The relevant functions, activated by the bodies mentioned above, approve the measures— including sanctions—to be adopted in accordance with applicable regulations, ensure their implementation, and report the outcome to the Supervisory Body.

If the sanction proposed by the Supervisory Body is not imposed, Management and/or the Board of Directors/Board of Statutory Auditors must provide appropriate justification.

5. THE DISCIPLINARY SYSTEM

Compliance with the Code of Conduct

Compliance with the provisions of the Code of Conduct is an essential part of the contractual obligations of employees, pursuant to and for the purposes of Article 2104 of the Civil Code.
It also forms an integral part of the contractual obligations assumed by non-subordinate collaborators and, more generally, by all parties who have business relationships with Store Builder S.p.A.
In compliance with civil, criminal, and administrative regulations, a proven violation of this Code of Ethics may constitute grounds for the imposition of disciplinary sanctions by the competent bodies.

Referral

Regarding the disciplinary and sanctioning system – which, in accordance with Law No. 300/1970 (Workers’ Statute) and the applicable national collective labor agreements (CCNL) for employees and managers, defines the procedures for determining violations of the Code of Ethics and the Organizational, Management, and Control Model by the parties required to comply with them, as well as the related sanctions – reference is made to the corresponding section of the current Organizational, Management, and Control Model pursuant to Legislative Decree 231/2001, as subsequently amended, including the introduction of crimes against animals (Article 25-undevicies, Law 82/2025), approved by the Administrative Body of Store Builder S.p.A. in the Board of Directors’ meeting on 17/01/2014.

The task of overseeing compliance with the Code of Conduct is entrusted to the Supervisory Body.