COMPANY ETHICS

CORPORATE CODE OF ETHICS

1 - DEFINITIONS

Company: NEWCOIL AG

Group: NEWCOIL AG and its subsidiaries

Recipients: the members of the Boards of Directors, the members of the of Statutory Auditors and the Control Bodies, the employees of the Group, the Collaborators, the Third Parties.

Employees: Group Collaborators (such as, for example, consultants, representatives, intermediaries, agents, etc.). Third parties: business relations partners and all those who do business with the Group.

Ethic Officer: Single body for the Group responsible for the dissemination, dissemination and supervision of compliance with the Code of Ethics.

P.A.: Public Administration, including the relevant officials and persons in charge of a public service.

The NEWCOIL AG Group operates in the sector of the hydrocarbons sector with important contracts for the purchase of products from leading oil companies and resale to large groups operating in the distribution sector of any kind of fuels, crude oil and gas.

The Code of Ethics applies to the entire NEWCOIL AG Group, in any country and at any level of the organization while taking into account cultural, social and economic diversity.

Every employer or collaborator is obliged to refrain from behaving contrary to the provisions of the Code.

2 - PRINCIPLES

The competitiveness and competitiveness of the Group are closely related to the efficiency of men and of the means which, integrated with each other, are suitable for effectively achieving corporate objectives. The primary objective of the Group is to propose and implement projects, actions and investments aimed at preserving and enhancing the corporate assets without sacrificing the specificity of each individual contribution. To achieve its objectives, the Group the code is inspired by the following principles:

  • Legality and compliance: compliance with all the laws and regulations in force in the countries in which the Group operates;
  • Integrity: understood as correctness, honesty, loyalty and good faith in internal and external relations with the company. Refusal of unlawful, or in any case incorrect, behavior and of any form of corruption in order to achieve personal or business goals;
  • Equality: equal dignity and impartiality of treatment of all those involved in the activities; no form of discrimination is permitted;
  • Enhancement of People: ensuring equal opportunities for professional growth;
  • Health and safety: respect for the physical integrity, rights and dignity of workers in the workplace;
  • Transparency and professionalism: commitment to carry out the tasks and responsibilities assigned in a diligent manner, with clarity and adequate to the nature of the same;
  • Confidentiality: protection of the confidentiality and confidentiality of information learned based on one's work function;
  • Protection of the environment of operation. All Recipients of the Code are required to observe the aforementioned Principles. The Group will not start or continue any relationship with those who manifest that they do not want to respect them.

3 - RELATIONSHIPS WITH THIRD PARTIES

In general, any behavior is forbidden, addressed to third parties (representatives of the Public Administration or private subjects, in Italy or abroad) implemented by employees or by anyone operating in the name and on behalf of the Group, concerning the offer, or even just the promise, request, payment or acceptance, directly or indirectly, of money or other benefits, in order to obtain or maintain an undue advantage inherent in business activities. Payments in cash or with non-traceable methods or payments on numbered accounts and in any case undue donations of money to subjects other than the entitled party are not permitted in any case.

3.1. Relations with Regulatory Bodies

The Group undertakes to give full and scrupulous observance to the rules dictated by the Regulatory Bodies for compliance with the regulations in force in the sectors connected with its activity (for example, in Italy, the National Anti-Corruption Authority, the Italian Competition Authority, the Guarantor Authority for the Protection of Personal Data, etc.). Group employees comply with any request made by these regulatory bodies in their inspection functions, collaborating in the relevant preliminary procedures.

3.2. Relations with collaborators

Each employee, in relation to their duties, will take care of:

  • scrupulously observe the internal procedures relating to the selection and management of relations with collaborators (ex. consultants, representatives, intermediaries, agents, etc.);
  • carefully select qualified and reputable individuals;
  • expressly mention, in all collaboration contracts, the obligation to comply with the Principles of the Code.

3.3. Relations with customers and suppliers

By virtue of all the rules protecting competition and the market, the employees of the Group are obliged to:

  • comply with the provisions of the Code;
  • scrupulously observe the internal procedures relating to the management of customer relations;
  • provide accurate, truthful and exhaustive information about products and services offered by the Group, so that the customer can make informed decisions;
  • supply high quality products and services that meet the customers' reasonable expectations and protect their safety and security;

3.4. Relations with political and trade union organizations

The Group does not make contributions of any kind, directly or indirectly, to political parties, movements, committees and political and trade union organizations, nor to their representatives or candidates.

3.5. Relations with the media

The relationships between the Group and the mass media in general belong exclusively to the corporate functions delegated to this and must be maintained in compliance with the communication policy defined by the Group. Employees cannot, therefore, provide information to representatives of the mass media without the authorization of the competent structures. In any case, information and communications related to the Group and destined to the outside must be accurate, truthful, complete, transparent and homogeneous.

3.6. Conflict of interest

In the performance of their duties, employees must refrain from carrying out activities that are not in the interest of the Group. With reference to the members of the Boards of Directors of Group companies, with regard to the interests of the Directors, the legal and / or regulatory provisions apply, even if they are employees of the Group.

Employees must avoid - even outside the hours and place of work - all those activities that are in conflict of interest with the Group or that may interfere with their ability to make decisions in the exclusive interest of the Group and for which they exist obvious reasons of opportunity.

4 - SPECIFIC PRINCIPLES OF CONDUCT

4.1. Principles of conduct for the protection of intellectual and industrial property

The Group is aware of the importance of intellectual and industrial property and for this reason it respects and protects the contents of every form of its own and of others, be it copyright, patents, trademarks, etc. In this regard, it is forbidden of:

  • use for any reason, or make available to the public - without having the right - a work of protected intellectual, or part of it, for any purpose and any form;
  • use in any capacity equipment, products or components or provide services that have the purpose of circumventing technological measures aimed at protecting intellectual property;
  • use other company's secrets;
  • illegally reproduce, imitate, tamper with trademarks, distinctive signs, patents, industrial designs or third party models;
  • to use, in the industrial and / or commercial sphere, trademarks, distinctive signs, patents, industrial designs or counterfeit models from third parties.

4.2. Principles of behavior in computer systems

With regard to the use of own computer systems or third parties or social networks, it is expressly forbidden to:
  • falsify electronic documents;
  • illegally entering an IT or electronic system protected by security measures or staying in the system itself against the express or tacit will of those who have the right to exclude it;
  • intercept, prevent or interrupt computer or electronic communications;
  • damage information or computer systems, data and programs also used by the Public Administration.

4.3. Principles relating to health, safety and the environment The Group's activities must be conducted in compliance with international standards, laws, regulations of the countries in which it operates, relating to the protection of the health and safety of workers, the environment and the communities affected by the Group's activities.

5 - CORPORATE E CONTROL GOVERNANCE

5.1. Corporate governance

The Group adopts a corporate governance system based on the highest standards of transparency and fairness in the management of the company. This corporate governance system complies with the provisions of the law and the relevant legislation and is also in line with both the principles and criteria expressed in the Code of Conduct for listed companies and international “best practices”. In particular, the corporate governance system adopted by the Group, in addition to being an essential tool to ensure effective management and valid control of activities in the company, is oriented to the creation of value for shareholders, to the quality of service to customers, to the control of business risks and to transparency towards the market.

5.2. Accounting records

Every operation or transaction must be correctly recorded in the company accounting system according to the criteria indicated by the law and the applicable accounting principles, as well as authorized, verifiable, legitimate, coherent and congruous. In order for the accounting to meet the requirements of truth, completeness and transparency of the recorded data, for each operation an adequate and complete supporting documentation of the activity carried out must be kept in the Group records, in order to allow:

  • accurate accounting records;
  • the immediate determination of the characteristics and motivations underlying the transaction same;
  • easy formal chronological reconstruction of the operation;
  • verification of the decision, authorization and implementation process, as well as the identification of the various levels of responsibility. All Recipients who become aware of omissions, falsifications or negligence in accounting records or in supporting documents are required to report them promptly to the competent corporate structures and / or to the Control Bodies.

5.3. Internal control and risk management system

The internal control and risk management system refers to the set of rules, procedures and organizational structures aimed at permitting, through an adequate process of identification, measurement, management and monitoring of the main risks, management of the sound company , correct and consistent with the set objectives.

It is the responsibility of the Group to disseminate, at all levels, an internal culture characterized by awareness of the existence of controls and exercise-oriented of the control itself.

5.4. Anti-money laundering

The Group shall in no way and under any circumstances be implicated in matters relating to the laundering of money deriving from illegal or criminal activities. Before establishing relations or stipulating contracts with collaborators or with third parties, employees must make sure about the reputation and good name of the other party.

The Group undertakes to comply with all national and international regulations and provisions regarding the AML (Anti Money Laundering).

6 - OUR PEOPLE

Our people are considered an indispensable element for the existence and future development of the Group. In order for the skills and competences of our people to be exploited and everyone can express their potential, the competent corporate functions must:

  • apply criteria of merit and professional competence in adopting any decision towards our People;
  • be a company of mutual respect and not to put in place attitudes that can harm the dignity, honor and reputation of each one.

6.1. Harassment in the workplace

The Group requires that no harassment of any kind should occur in internal or external work relations.

6.2. Abuse of alcohol or drugs

Employees must refrain from performing their activities under the influence of alcohol or drugs.

7 - PROTECTION OF PRIVACY

7.1. Confidential information and privacy protection

The Group's activities constantly require the acquisition, storage, processing, communication and dissemination of data, documents and information pertaining to negotiations, proceedings, operations and contracts in which the Group is a party.

Furthermore, the Group's databases may contain personal data protected by the legislation protecting privacy, data that cannot be disclosed externally and, finally, data whose disclosure could cause damage to the Group itself.

The Recipients, by reason of their function, are therefore required to protect the confidentiality and confidentiality of the information learned.

All information, knowledge and data acquired or processed by employees through their duties belong to the Group and may not be used, communicated or disclosed without the prior and specific authorization of the Manager.

Employees will may:

  • acquire and process only the data necessary and directly connected to their functions;
  • keep such data in such a way as to prevent third parties from becoming aware of it;
  • communicate and disclose the data in the context of the procedures established by the Group or with the authorization of the person delegated to do so;
  • determine the confidential and confidential nature of information pursuant to the provisions of the procedures established by the Group;
  • make sure that there are no confidentiality obligations due to relations of any kind with third parties. The Group, for its part, undertakes to protect the information and data relating to the Recipients and to avoid any improper use thereof, in compliance with the provisions of the regulations concerning the protection of personal data.

7.2. Insider trading / Market abuse

Recipients must comply with the rules, both national and international, relating to insider trading / market abuse. No Recipient may therefore derive any kind of advantages, direct or indirect, personal or financial, from the use of protected information pursuant to the aforementioned regulations, if they are not in the public domain. To this end the information c.d. "Prices sensitive"; the communication to third parties of such information must take place in compliance with the procedures adopted by the Group, exclusively by authorized parties and in any case in compliance with the provisions in force and with the observance of the principles of equality and in the context of the information.