Code of Ethics

INTRODUCTION

NARDI S.p.A., a leading manufacturer of outdoor resin furniture, pays close attention to the ethical aspects of the company and considers legality and integrity to be essential conditions in the pursuit of the corporate mission.

In the performance of any activity directly or indirectly connected with the company and in the conduct of business, NARDI S.p.A. undertakes to comply not only with the laws and provisions in force, but also with the founding principles and high ethical standards that are contained in this Code of Ethics.

The goal is to ensure that the fundamental values expressed in this Code of Ethics and put in place to protect all those with whom the company interacts create a shared vision and culture with all stakeholders.

• Recipients

The Recipients of the Code of Ethics are those who work for the Company: employees, directors, control bodies as well as internal and external contractors who contribute to the achievement of the Company's objectives under the management and supervision of the Company.

These persons are therefore required to know the contents of the Code of Ethics and to contribute to its implementation and to the dissemination of the principles developed therein.

I. GENERAL PRINCIPLES

The Recipients of this Code of Ethics must abide by the following guiding principles, to the extent of their responsibility in carrying out activities in the interest or for the benefit of the Company:

• act in an informed manner in compliance with the law and current regulations;
• treat customers, shareholders, employees, suppliers, the surrounding community, and the institutions representing it, including any public official or public service provider, as well as any third party with whom one establishes a professional relationship, with integrity, loyalty and transparency;
• operate according to the principle that any operation or transaction must be properly recorded, authorised, verifiable, legitimate, consistent, and appropriate, ensuring that it is possible to identify the corporate entities responsible for the process of deciding, authorising, and carrying out operations.
• compete fairly on the market with competitors, avoiding any conduct or agreement with competing companies that may affect free competition in violation of applicable legislation;
• respect industrial property rights of third-party suppliers and designers on materials, products, processes and projects used by the Company in the conduct of its business and the manufacture of its products;
• refrain from any conduct that is detrimental to the Company’s image.

Under no circumstances may the pursuit of the Company's interest justify conduct by the Company's senior management or employees that does not comply with applicable laws and with the rules of this Code.

II. HEALTH, SAFETY, ENVIRONMENT

• Occupational health, hygiene and safety

NARDI S.p.A. pays particular attention to the protection of occupational health and safety, assessing the related risks arising from its activities and providing the necessary preventive measures so as to minimise, as far as possible, the hazards present in the work environment.

The Company operates, at all levels, in order to ensure the physical and moral integrity of its employees, working conditions respectful of individual dignity and safe and healthy working environments, in full compliance with current legislation.

• Product safety

Ensuring product safety has always been one of the primary goals of Nardi S.p.A.

The Company develops and manufactures its products with a view not only to meeting functional requirements and aesthetic tastes, but also to ensuring compliance with the strictest safety and quality legislation.

• Environmental protection

NARDI recognises the environment as the fundamental asset of the community, which needs to be safeguarded. To this end, the Company plans business activities in compliance with environmental protection requirements, in accordance with applicable legal and regulatory provisions, monitoring and, where appropriate, minimising the potentially harmful effects of business activities on the environment.

NARDI's primary objective is to disseminate and consolidate a culture of environmental protection and pollution prevention, developing risk awareness and promoting responsible conduct.

III. BUSINESS MANAGEMENT CONDUCT

• Customer relations

NARDI S.p.A. addresses its activities to the utmost satisfaction of its customers. To this end, the Company’s research, development and marketing activities comply with high product quality standards, paying attention to customer requirements.

In customer relations, the Company ensures fairness and clarity in business negotiations, as well as proper and diligent contractual performance.

• Supplier relations

NARDI makes exclusive recourse to suppliers that operate in compliance with current legislation and the rules of this Code.

The selection of the aforementioned parties and the determination of purchasing conditions are based on an objective assessment of the quality and price of the products and services offered, as well as of the ability to provide and guarantee services and products of a level appropriate to the needs of the Company in a timely manner.

Suppliers are also selected on the basis of compliance of supplies with applicable occupational health and safety legislation.

The Company maintains relations exclusively with companies that guarantee respect for childhood and adolescence in accordance with the principles enshrined in applicable international conventions.

• Relations with public administration

Relations with public administration are based on utmost transparency, integrity and legality.

In relations with public officials, conduct that, directly or indirectly, is such as to improperly influence the decision of the other party, in violation of the principles of impartiality and good conduct to which public administration is bound, is prohibited.

In particular, it is prohibited to propose employment and/or business opportunities that may even indirectly benefit employees of public administration.

Should the Company make recourse to consultants to be represented or receive technical-administrative assistance in dealings with public administration, such persons must comply with the directives given to company employees. In the selection of said consultants, the Company will give priority to the criteria of professionalism and integrity, assessing with extreme care and caution the establishment of collaborative relationships with those individuals who have, or have recently had, systematic or employment relationships with public administration, even indirectly through intermediaries or close family ties.

All requests for the disbursement of, contributions, financing or relief addressed to public bodies, are made in compliance with applicable legislation; once disbursed, they can only be used for the sole purposes for which they were allocated.

In relations with the Judicial Authorities, Nardi S.p.A. undertakes to cooperate actively and to refrain from engaging in any conduct, vis-a-vis the parties involved, that could influence the way in which the Authority operates and acts.

• Relations with employees and contractors

NARDI S.p.A. recognises that human resources are an indispensable factor for the existence, development and success of a company.

For this reason, the Company strives to improve and develop the knowledge and skills of each employee in the organisational context of the company.

Personnel is hired with a legal employment contract and no form of illegal work is tolerated.

Employees and contractors, in turn, must act according to honesty and integrity, in compliance with contractual obligations and in accordance with the provisions of this Code of Ethics.

Each employee and contractor is required to know and implement the provisions of the company policies, with particular reference to compliance with measures to protect health and safety, confidentiality of information and integrity of corporate assets.

Company assets and tools must be used with diligence and in accordance with the rules put in place for this purpose by NARDI S.p.A.

• Prohibition of discrimination and retaliatory acts

NARDI S.p.A. promotes respect for rights as well as the physical, cultural and moral integrity of all the people with whom it interacts, ensuring equal opportunities and avoiding any discrimination based, by way of example, on age, religion, ethnic or geographic origins, or sexual, political or trade union orientation. The company does not tolerate requests or threats designed to induce people to act against the law and in violation of the Code of Ethics, nor acts of psychological violence and/or discriminatory or harmful conduct.

• Use of information technology resources

All information contained in the company's information technology and telematic systems, including electronic mail, is the property of NARDI S.p.A. and must be used for the sole purpose of carrying out business activities, in the manner and within the limits specified by said Company.

It is forbidden for employees to use any information technology or telematic program on which there are copyrights of third parties and which has not been previously licensed to the Company.

• Gifts and benefits

In relations with third parties, no form of gift or benefit may be offered or received, exceeding normal business practices or courtesy or that could otherwise be interpreted by an impartial observer as aimed at acquiring favourable treatment contrary to laws, regulations or the principles of this Code.

NARDI S.p.A. does not disburse contributions, advantages or other benefits to political parties or to workers’ trade unions, nor to their representatives, except in compliance with applicable legislation and with the prior authorisation of the competent corporate functions.

• Accounting, tax and customs compliance

All company activities aimed at keeping accounts and managing tax and customs requirements are carried out in accordance with the principles of legality, integrity, truthfulness and transparency, making recourse to the information technology resources specifically put in place by the Company.

• Conflicts of Interest

The Recipients of this Code of Ethics must avoid any situation or activity in which a conflict of interest between personal economic activities and the duties held in the company may arise.

• Information processing

Information processing is carried out in full compliance with the confidentiality and privacy of data subjects, in accordance with the applicable legislation.

Any information and materials obtained by the Recipients of this Code of Ethics in connection with their employment or professional relationship is strictly confidential and remains the property of the Company.

The disclosure of information outside the Company is restricted exclusively to the competent corporate functions.

In information processing activities, the principles of responsibility, transparency, limitation of collection, purpose of use, verifiability, quality and security must be complied with.

The protection of all technical, including business, corporate information and experience constitutes a primary objective of NARDI S.p.A.

• Media relations

NARDI S.p.A. ensures that all news and communications addressed outside the Company are truthful, clear, transparent and not ambiguous or instrumental.

They are disclosed, with prior authorisation, by the corporate functions specifically delegated for this purpose.

IV. IMPLEMENTATION, CONTROL, DISSEMINATION

Application of the Code of Ethics is delegated to the Board of Directors, which makes recourse to the corporate functions.

In compliance with current legislation and with a view to planning and management of corporate activities aimed at efficiency, integrity, transparency and quality, NARDI S.p.A. adopts organisational and operational measures suitable for preventing unlawful conduct or otherwise contrary to the rules of this Code by any person acting for the Company.

The Code of Ethics also contains provisions that are instrumental for the prevention of certain predicate crimes of corporate administrative liability pursuant to Legislative Decree 231/2001 and, for those parts, the Supervisory Board appointed by the Board of Directors (hereinafter the "SB") may conduct audits within the scope of its supervisory responsibilities, reporting to the Board of Directors.

This Code of Ethics is adequately disseminated to Recipients, including by publication on the corporate website.

V. REPORTING VIOLATIONS

For reporting violations provided for by Legislative Decree 24/2023, the company has adopted the following. internal reporting channels, as provided for by the specific Whistleblowing Procedure.

Reports concerning violations of this Code of Ethics for matters other than those permitted by Legislative Decree 24/2023 will be considered as “Internal Reports”, not subject to legal requirements and constraints.

Since NARDI S.p.A. also takes any "Internal Reports" very seriously, on a voluntary basis, it applies the organisational rules set forth in the Whistleblowing Procedure to the latter, ensuring, again on a voluntary basis, the confidentiality of the identity of the whistleblower and the prevention of retaliation against the same.

VI. SANCTIONS

Violation of the provisions of this Code of Ethics, taking into account both its intensity and possible recidivism, will constitute a disciplinary offence and a breach of contractual obligations of the employment, functional or professional collaboration relationship, with all consequent effects of law and contract, including pursuant to Articles 2104 and 2105 of the Italian Civil Code; it may also constitute just cause for revocation of office pursuant to Articles 2383 and 2400 of the Italian Civil Code. It will also entitle the Company to apply the disciplinary sanctions provided for in the National (Italian) Collective Bargaining Agreement and the company’s disciplinary code.

VII. FINAL PROVISIONS

This Code of Ethics is effective immediately as of today's date and until any revision.

All Recipients are required to read it carefully and to comply with all the principles and prescriptions contained therein.