Introduction

The Code of Ethics expresses the set of values adopted by RIDEMOVI S.p.A. (hereinafter also the “Company”) in carrying out its activities and in relations with all its stakeholders.

The Code of Ethics (hereinafter also referred to simply as the “Code”) constitutes an integral part of the corporate governance structure and the system that RIDEMOVI has adopted, aimed at mitigating the business risk associated, in general, with the occurrence of any unlawful act or irregularity in the conduct of business activities, as well as the commission of offences provided for by Legislative Decree no. 231 of 8 June 2001 (hereinafter also “Legislative Decree 231/01” or the “Decree”).

As required by Legislative Decree 231/01, RIDEMOVI has adopted an Organisation, Management and Control Model (hereinafter also the “Model”) and has appointed the Supervisory Body (hereinafter also the “SB”) which is responsible for supervising the functioning, compliance with and updating of the Model.

The guidelines and principles contained in the Code shape any further internal regulations or policies.

The Code represents the “cycle lane” within which everyone, in RIDEMOVI, must operate in the performance of their daily work and in the management of interpersonal relations, including those with stakeholders.

Under no circumstances can the conviction of pursuing the interests and objectives of the Company justify a breach of the Code, which prevails over any internal regulation, procedure or contractual agreement that may conflict with it.

RIDEMOVI hopes that its stakeholders will recognise themselves in the values on which the Code is based, share them and apply them in the conduct of business.

To prevent any irresponsible or even unlawful conduct that could harm the Company, it is imperative to strictly respect the Code, which represents a valid support for the identification and resolution of any ambiguous or potentially risky situations.

The Code is binding on the company’s management, members of the corporate bodies, employees as well as all entities operating in the name and on behalf of RIDEMOVI, such as, for example, collaborators, trainees, consultants, etc. (hereinafter referred to as the “Recipients”).

Section 1

1. Foreword

At RIDEMOVI, we want to explain in the Code not only (as indicated in the Confindustria Guidelines) “… the set of rights, duties and responsibilities of the entity towards its “stakeholders””, but also, and above all, the values that represent the foundations of our company or, in other words, the heart of our organisation.

Yes, because RIDEMOVI, like all organisations, is made of people, each with their own heart, aspirations, needs, expectations, and their own abilities, characters, and peculiarities.

2. Ethical Reference Principles

Here below we list the values that are fundamental to us, to which each of us (and those who collaborate with us) must conform in carrying out our activities and in the pursuit of the corporate mission.

Respect for the individual

First of all, and not just as a figure of speech, there is respect for the individual. We shun discriminatory behaviour, based on different opinions (political, trade union, etc.), religious beliefs, race, nationality, age, gender and sexual orientation, health status and, in general, any personal characteristic.

Protection of individual personality

As a corollary to respect for the individual, there is the need to protect individual and personal freedom, opposing any act that encourages odious phenomena such as slavery, human trafficking, prostitution, child pornography and, in general, the exploitation of women and men.

Respect for the law

We base our actions on the principle of legality. Respect for regulations and, in a broader sense, for rules is considered essential and indispensable by us. We cannot in any way justify the violation of this principle, even if supported by the mistaken belief of pursuing the interests and objectives of the Company.

Honesty and Integrity

The principles of honesty and integrity act as a corollary, not only because they are necessary components to gain credibility inside and outside the company and to establish relationships of mutual trust, but above all because they are essential for ourselves.

We disapprove of and counter any form of violence or threat, especially if aimed at obtaining behaviour contrary to the law.

Fairness in accounting management

We are aware of the importance of the accuracy and completeness of accounting (and other) information. We operate in such a way as to ensure that every operation and transaction is carried out legitimately, is consistent, is duly authorised, correctly recorded and verifiable.

It is important for us to operate in such a way as to prevent any form of accounting offence. To this end, we encourage all staff to report any situations of doubt or suspected anomalies to their manager, to corporate management or, if they feel uncomfortable, to the SB, guaranteeing anonymity.

Transparency

We think that respect for the values set out above is also possible by betting on transparency, understood as complete accessibility of information concerning the organisation and activity, obviously within the limits in which communication of such information is not precluded by data protection rules or other legal provisions.

We are firmly convinced that transparency promotes, first and foremost, the participation in the enterprise of the people who work there and are part of it, the assumption of responsibility by everyone, and care and attention in the use of company resources.

We are convinced that transparency also represents a decisive element in gaining the trust of all our external stakeholders.

Impartiality

We try to be impartial, in order to maintain a correct balance between specific and general interests, of the individual and of the company, of the ownership, of customers and suppliers. The principle of impartiality also governs the evaluation of people working in RIDEMOVI, whose abilities, merits, duties and responsibilities must be fairly taken into consideration.

Fairness in relations with competitors

We want to compete fairly and we want to help reclaim the culture in which the competitor is an entity with whom we compete, with (whom we) run, we run together.

All commercial negotiations must be marked by the utmost loyalty and fairness, in strict compliance with the rules on the protection of competition and the market. No one can or must be involved in initiatives with competitors that could, even potentially, constitute breaches of the rules protecting competition and the market.

Anti-money laundering

In order to ensure maximum transparency in commercial transactions and compliance with the principles of fairness, transparency and good faith in relations with contractual counterparties, we are equipped with tools to counter the phenomena of receiving stolen goods and money laundering, and we operate limiting the use of cash almost entirely in favour of traceable transactions through the banking system.

Safety

The health and safety of those who operate in the company and of any guests represent a fundamental value. To this end, we are highly committed to promoting compliance with current legislation and observance of company provisions regarding health and safety at work, in order to improve, based on the highest available standards, the conditions of our workplaces.

Protection of the environment and sustainable development

The construction of a “sustainable and responsible community” is part of our DNA, through the promotion and dissemination of the free-flow bike-sharing system.

We care about the environment, which we consider a real heritage, but also a responsibility, of us all. We are committed to using the most modern equipment and identifying the most qualified partners to limit the impact of activities on the environment as much as possible and for a sustainable and comprehensive development capable of preserving our “common home”.

3. People as the protagonists of the enterprise

Ensuring that everyone who works at RIDEMOVI is proud of it, and feels part of the growth and development of the company in all aspects, represents one of the main objectives of the Company, which recognises the value of human resources as a fundamental and indispensable factor for the progress and growth of the Company.

For this to be possible, we are committed to fostering a family-like, pleasant, stimulating and rewarding working environment, and to ensuring respect for the autonomy of resources and the importance of their participation in the pursuit of the corporate mission.

As already highlighted, RIDEMOVI is committed to countering any discrimination in the workplace and to preserving the integrity of staff, through the adoption of all the most appropriate safety measures aimed at ensuring a safe and healthy working environment, in compliance with current legislation on workplace health and safety.

Safeguarding health and safety in the workplace

We guarantee compliance with health and safety regulations in the workplace and counter the risks associated with the performance of business activities, assigning tasks based on individual skills.

We operate by adequately planning prevention and aiming at a coherent system that takes into account and integrates work organisation, working conditions, social relations and the influence of factors in the working environment, giving priority to collective protection measures over individual protection measures, always involving staff.

Personnel selection, recruitment and management of the employment relationship

The assessment of candidates is carried out by checking the correspondence of their respective profile with the needs of RIDEMOVI, in compliance with equal opportunities for all candidates of both sexes and current legislation.

The recognition of salary increases or other incentive tools and access to roles and positions of responsibility result, in addition to any rules established by law and by the collective labor agreement, from individual merits, including also the ability to exhibit behaviour and skills based on the ethical principles codified by RIDEMOVI.

Confidentiality and protection of personal data

We protect the confidentiality of the information and personal data of which we are data controllers and refrain from acquiring confidential data. Each Recipient is aware of the importance of not using information in violation of the regulations on data protection (EU Regulation no. 2016/679) and, in any case, for purposes not connected with the exercise of their activity.

Section 2 · Code of Conduct

1. Code of conduct for company management

It is first and foremost the responsibility of the company's management (the Director/s) and the members of the corporate bodies (such as the SB, the Board of Statutory Auditors where appointed, etc.), in addition to compliance with the provisions of the law and the bylaws, to strictly respect the provisions of the Model and the Code. The company's management and the members of the corporate bodies must, in particular:

• ensure behaviour inspired by autonomy, independence and fairness both in relations with public institutions and with private entities (including any creditors, trade associations, competitors, etc.);

• behave with integrity, loyalty and a sense of responsibility;

• ensure active and informed participation in the activities of the corporate bodies;

• refrain from carrying out acts in conflict of interest with RIDEMOVI;

• facilitate control and/or audit activities by the shareholders and the corporate bodies responsible for this;

• make confidential use of the information they become aware of for official reasons, avoiding using their position to obtain personal advantages. Communications to the outside must respect current regulations and safeguard information covered by trade secret;

• comply, as far as they are responsible and within the limits of their liabilities, with the code of conduct laid down for staff in the following §. 2.

2. Code of conduct for staff

Staff are required to strictly comply with current regulations as well as the principles identified by the Code and the Model.

With specific reference to the Model, staff must:

1. avoid engaging in or collaborating in the implementation of behaviours capable of constituting the offences referred to in the Decree;

2. collaborate with the SB during the verification and supervision activities carried out by them, providing the requested information, data and news;

3. provide the SB with the communications required by the Model;

4. report any malfunctions or violations of the Model and/or the Code to the SB.

Staff may contact the SB at any time - in the manner described in Section 3, § 4. - also to request clarifications and/or information regarding, for example, the interpretation of the Code and/or the Model, the legitimacy of a specific concrete behaviour or conduct, as well as their appropriateness or compliance with the Model or the Code.

In addition to the general provisions set out above, staff must also respect the principles and rules of conduct indicated below.

Fight against corruption

RIDEMOVI staff must oppose any form of corruption. This policy applies to all commercial transactions between RIDEMOVI and any other entity, regardless of whether the customer is a Public Administration (hereinafter “P.A.”) or a private entity.

Recipients must not offer or accept utilities or goods of value for the purpose of obtaining or maintaining contracts, business relationships, authorisations, tax breaks, or to secure any other improper commercial advantage for the Company, both in relations with entities and in relations with individuals.

Health and safety protection

Recipients are required to take care of their own safety and health and that of other persons present in the workplace, in accordance with the instructions and tools provided by the company as well as their training.

Each Recipient is required to report to the company's management, to their manager or directly to the SB any anomalies and/or malfunctions found in the use of work equipment and tools as well as any protective devices and, in any case, any other dangerous conditions, for themselves, for others and for the environment, of which they become aware.

Similarly, Recipients are required to report potential risk situations of which they become aware so that RIDEMOVI is put in a position to intervene promptly in risk prevention.

Relations with customers and suppliers

Staff must maintain relations with customers and suppliers marked by fairness and transparency. Each Recipient must care about achieving full customer satisfaction.

In communications and contracts with customers and suppliers, RIDEMOVI is committed to using clear and simple terms, so as to facilitate their understanding, as well as clauses compliant with current regulations and indications from the supervisory Authorities.

Any complaints must be managed and resolved promptly.

RIDEMOVI staff must work together with their customers and suppliers to establish a collaborative relationship of mutual satisfaction. This relationship must be based on esteem and trust between the parties.

The selection of suppliers must take place in compliance with current regulations and internal procedures, based on objective assessments focused on competitiveness, quality, economic conditions applied and, of course, compliance with labour regulations with particular regard to those protecting the health and safety of workers. In selecting suppliers, moreover, preference will be given to entities equipped with an organizational model and/or suitable certifications, with availability of suitable means and facilities.

Compatibly with the company's organizational structure, processes must be based on respect for the principle of separation of roles. For purchases of goods/services of an amount exceeding five thousand euros, the traceability of the supplier selection process is provided, with a view to ensuring maximum transparency of evaluation and selection operations.

Relations with representatives of the P.A.

Staff who, in the exercise of their duties, maintain relations with representatives of the P.A. or with institutional interlocutors (qualifiable as public officials or public service representatives) must preserve the legitimacy of RIDEMOVI's operations and its image. In any negotiation or relationship with the P.A., all Recipients are explicitly prohibited from influencing the counterpart's decisions by offering or promising any kind of utility (for example, attribution of consultancies, sponsorship of events, hiring of friends or relatives, etc.), with the aim of promoting or favouring the interest of RIDEMOVI, even if as a result of unlawful pressure.

In case of participation in public tender procedures, Recipients must act in strict compliance with the principles of fairness, transparency and good faith, and must maintain clear and correct relations with public officials. We hope for the same treatment from our interlocutors.

In case of award of the public tender procedure, Recipients must operate so that the conduct of negotiating and commercial relations takes place in a clear and correct manner and in strict compliance with contractual obligations.

Relations with other stakeholders

Everyone in RIDEMOVI must pay attention to the needs of the context and the community, contributing, where possible, to their economic, social and civil development. Being active in the territory and community where RIDEMOVI operates represents one of the main lines of action of the Company.

The granting of contributions and donations to entities with social, cultural and scientific purposes is encouraged, after careful verification of the reliability of the requesting entity and in compliance with internal policies.

On the other hand, it is forbidden to grant contributions and donations to trade unions, associations and political parties as well as to sponsor events or congresses whose purpose is political propaganda.

Diligence in the use of company resources and assets

Staff must protect and safeguard company assets (whether material or immaterial), avoiding situations that could negatively affect the integrity and safety of RIDEMOVI's assets.

The use of company resources or property by staff for purposes not related to business activity is prohibited, unless expressly authorised.

With reference to IT systems, staff are responsible for them and are required to comply with current legislation and the conditions of license agreements.

Staff are also required not to send offensive e-mails, not to use language that does not conform to RIDEMOVI's style. Furthermore, it is not permitted to browse websites with indecent or offensive content and to bypass company security policies so as not to compromise the functionality and protection of IT systems.

Conflict of interest

Staff must avoid engaging in or even facilitating operations in conflict of interest with RIDEMOVI, as well as activities that may interfere with the ability to make impartial decisions in the best interest of the Company.

Should staff find themselves in a situation of conflict of interest, even if only potential, they must communicate this circumstance to corporate management or to their manager, refraining from carrying out any operation.

Confidentiality

Staff are prohibited from disclosing confidential information (for example, financial data, company strategies, operations under development or about to be launched, etc.) to unauthorised third parties, even after the termination of their employment contract. Furthermore, it is prohibited to use, directly or indirectly, confidential company information to one's own advantage or to the advantage of third parties, or in any case to the detriment of RIDEMOVI, even after the termination of the respective employment contract. Staff are required to ensure that access to any confidential information is denied to third parties.

Under the principle of confidentiality, the protection of personal data is particularly relevant, meaning any information relating to an identified or identifiable natural person, even indirectly, by reference to any other information, including a personal identification number.

Responsibility for internal controls

All Recipients have a duty to cooperate in the performance of the activities of the control bodies, so that truthful, complete and transparent information is provided to them, and to contribute to the proper functioning of the internal control system.

To this end, all employees and collaborators of RIDEMOVI are required to report to their manager or to the SB any deficiencies found in the control system or any negligent or bad faith behaviour of which they become aware.

Section 3 · Dissemination, Implementation and Compliance with the Code of Ethics

1. Dissemination of the Code

RIDEMOVI is committed to ensuring a timely internal and external dissemination of the Code, making it available to all Recipients and any other interlocutor.

The SB promotes periodic training initiatives on the principles of the Code, planned also based on the role and responsibilities of the resources concerned.

In contracts with third parties, the introduction of clauses and/or the signing of declarations aimed both at formalising the commitment to respect the Code, and at regulating contractual penalties in the event of violation of this commitment, is provided.

2. Implementation of the Code

The implementation of and compliance with the Code must be continuously monitored by the SB which, in particular, shall:

• verify compliance with the Code by Recipients;

• express its observations on ethical issues that may arise in the context of corporate decisions;

• provide interested parties who request it with clarifications and explanations regarding the interpretation of the Code or the legitimacy of their own or others' behaviour;

• stimulate and coordinate the updating of the Code, including through its own adjustment proposals;

• promote and monitor the development of communication and training activities on the Model and the Code.

3. Violations of the Code and relative sanctions

Any violations of the Code will be sanctioned in accordance with the provisions of the specific disciplinary system which forms an integral part of the Model.

4. Reporting violations of the Code

If an individual bound by the Model and/or the Code becomes aware of a fact that may represent a violation, even potential, of the same, they must immediately inform the SB.

Communications can be made via email to the address ODV@ridemovi.it, or by sending a specific communication to the following address: Organismo di Vigilanza di RIDEMOVI S.p.a., Via Carducci 31, 20123, Milan.

The SB is required to ensure that those who have made reports are not subject to retaliation, discrimination or, in any case, penalties, thus ensuring the appropriate confidentiality of these individuals.

To protect the confidentiality of the whistleblower, it is explicitly permitted to make a report also anonymously, with the guarantee that it will be taken into consideration.

5. Final provisions

The Code is in force from the date shown on the cover and may be subject to further modifications or integrations, also based on suggestions and indications from the SB.