WHISTLEBLOWING POLICY

INTRODUCTION

With Directive 2019/1937, the European Union renewed the legislation concerning the protection of persons reporting breaches of Union law, with the aim of establishing a minimum standard for the protection of whistleblowers’ rights across all Member States. Italy implemented the European Directive through Legislative Decree No. 24 of 10 March 2023 (hereinafter the “Decree”).

By adopting this Policy, Italdiamant S.p.A. (hereinafter the “Company”) intends to comply with the aforementioned legal provisions, as well as with the guidelines issued by ANAC on the matter.

The objective is to provide whistleblowers, namely individuals reporting violations, with clear operational guidance regarding the subject matter, contents, recipients, and methods for submitting reports.

The reporting management procedure guarantees the confidentiality of the reporting person’s identity from the receipt of the report and throughout any subsequent contact. Pursuant to Article 5, paragraph 1, letter e) of the Decree, this Policy therefore provides information on the channels, procedures, and conditions for making internal and external reports.

1. Reporting Persons

Reports may be submitted by the following persons:

a) Employees, including workers performing:

• part-time, intermittent, fixed-term, temporary agency, apprenticeship, or occasional work activities (regulated by Legislative Decree No. 81/2015);
• occasional services (pursuant to Article 54-bis of Decree Law No. 50/2017, converted into Law No. 96/2017).

b) Self-employed workers

• under a contract for services (Article 2222 of the Italian Civil Code);
• under collaboration relationships (pursuant to Article 409 of the Italian Code of Civil Procedure), such as agency relationships, commercial representation, and other collaboration relationships involving continuous and coordinated work performance, predominantly personal, even if not subordinate;
• under collaboration relationships involving exclusively personal, continuous work performances organized by the client.

c) Collaborators working for entities supplying goods or services or carrying out works on behalf of the Company.

d) Freelancers and consultants providing services to the Company.

e) Volunteers and trainees, whether paid or unpaid, working for the Company.

f) Shareholders and persons with administrative, management, supervisory, control, or representation functions, even where such functions are exercised de facto within the Company (e.g., members of the Board of Directors or Supervisory Body).

Protection for reporting persons (Article 6 of this Policy) also applies where the report, complaint to judicial or accounting authorities, or public disclosure occurs:

a) before the legal relationship has commenced, where information on violations was acquired during the recruitment process or other pre-contractual stages;

b) during the probationary period;

c) after termination of the legal relationship, where the information on violations was acquired during the relationship itself.

2. Subject Matter of Reports and Excluded Reports

The following reports may be submitted:

More specifically, the violations referred to above may concern:

a) Violations of national or European provisions involving offences in the following sectors: public procurement; financial services, products and markets, and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radiation protection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; protection of privacy and personal data, and security of network and information systems.

b) Violations of European provisions involving: i) acts or omissions affecting the financial interests of the Union; ii) acts or omissions relating to the internal market; iii) acts and conduct undermining the purpose or objective of Union provisions in the sectors listed above.

3. Reporting Channels: Internal, External, and Public Disclosure

The Company has established an internal reporting channel ensuring the confidentiality of the identity of the reporting person, the person concerned, any person mentioned in the report, as well as the content of the report and related documentation.

Please note that whistleblowing reports must first be submitted through the internal channel.

Reporting through the external channel, established and managed by ANAC (1), may only be carried out under specific conditions (2), while public disclosure is permitted under even stricter conditions (3), without prejudice to the possibility of reporting to judicial authorities.

4. Content and Submission Methods for Reports

A whistleblowing report may be submitted where the following conditions are met:

• the reporting person has information, including reasonable suspicions, concerning violations committed or likely to be committed based on concrete elements, involving breaches of national or European Union laws affecting the public interest or the integrity of the Company, including conduct aimed at concealing such violations;
• such information or suspicions were acquired within the work-related context.

Reports exclusively concerning the following will not be considered:

• disputes, claims, or requests related to the personal interests of the reporting person;
• individual employment or collaboration relationships between the reporting person and the Company, or with hierarchically superior individuals;
• aspects of the private life of the reported person without any direct or indirect connection to company and/or professional activities.

Furthermore, the following reports are prohibited:

• reports made maliciously, defamatory, slanderous, or solely intended to damage the reported person;
• reports concerning violations that the reporting person knows to be unfounded.

Content of the Report

To be admissible, the report must contain:

1. identification details of the reporting person (except in the case of anonymous reports), as well as contact details for future updates;
2. a clear, complete, and detailed description of the facts being reported;
3. the time and place in which the reported facts occurred and a description of the facts, specifying details and how the reporting person became aware of them;
4. identification details or other elements enabling identification of the person(s) deemed responsible for the reported facts;
5. indication of any other persons who may provide information regarding the reported facts;
6. indication of any documents supporting the reported facts;
7. any other information useful for verifying the existence of the reported facts;
8. in the case of the use of the analog channel, an express declaration of the intention to benefit from whistleblowing protections, for example by including the wording “confidential to the report manager”.

Reporting Methods

Whistleblowing reports may be submitted through the following methods:

• by calling the following number: +39 348 78 18 289 (SIM card exclusively used by the Manager with active voicemail);
• upon request by the reporting person, through a direct meeting with the appointed internal channel manager (Mrs. Anna Scortegagna);
• by registered mail, sending the report in two sealed envelopes: the first containing the reporting person’s identification details together with a copy of an identity document; the second containing the subject matter of the report. Both envelopes must then be inserted into a third envelope marked externally with the wording “confidential to the report manager” and addressed to: Mrs. Anna Scortegagna, Italdiamant S.p.A., Via Montello 34, 36034 Malo (VI), Italy.

Anonymous Reports

The provision of personal data is mandatory, as anonymous reports, namely reports from which the reporting person’s identity cannot be determined, will not be considered. Personal data provided will be processed for the management of the report within the limits and confidentiality guarantees imposed by applicable legislation.

Submission of Reports

Whistleblowing reports must be sent to: Mrs. Anna Scortegagna, Italdiamant S.p.A., Via Montello 34, 36034 Malo (Vicenza), Italy, or submitted through the reporting channels described above.

5. Management of Reports

This procedure regulates the process of receiving, analyzing, and handling reports concerning unlawful conduct that the reporting person has become aware of within the work-related context.

Within the management of the internal reporting channel, the report manager (hereinafter also referred to as the “manager” or “recipient”) operates as described below.

Receipt of the Report

If a report is mistakenly transmitted to or received by a person who is not authorized to receive it, and it is clear that the report concerns whistleblowing, such person shall be required to promptly notify the report manager of its receipt, in any case within 7 (seven) days from receipt, while simultaneously informing the reporting person of such transmission, without prejudice to all confidentiality obligations provided for by this Policy, including the related liability in case of breach thereof.

The recipient shall acknowledge receipt of the report to the reporting person within seven days from the date of receipt. The acknowledgement will be sent to the contact details provided by the reporting person; if no contact details are provided, the report will be archived.

Anonymous reports shall be recorded and the related documentation retained.

The Company shall archive reports received by registered mail using appropriate tools ensuring confidentiality (within archives protected by security measures).

Reports submitted orally – in the forms indicated in this Policy – with the consent of the reporting person, shall be documented by the report manager either by recording on a device suitable for storage and listening or by means of written minutes.

If the voicemail service associated with the dedicated telephone number is used, reports shall be stored on devices suitable for storage and listening or, alternatively, the report shall be fully transcribed.

In the case of a direct meeting with the reporting person, specific minutes shall be drawn up, signed by both the manager and the reporting person, and a copy shall be provided to the latter.

Relations with the Reporting Person and Integration of the Report

The recipient shall maintain communication with the reporting person and may request additional information where necessary.

Where minutes are drafted following a meeting with the reporting person, the latter may verify, amend, and confirm the minutes by signing them.

Examination of the Report

The recipient shall follow up on received reports by assessing whether the reporting person is entitled to submit the report and whether the report falls within the scope of the applicable legislation; this shall be followed by an assessment of the time and place circumstances in which the reported facts occurred.

Following the preliminary assessment:

• if the necessary conditions are not met, the report shall be archived, stating the reasons for such decision;
• if the necessary conditions are met, an investigation shall be initiated.

Investigation

The recipient shall ensure the proper conduct of the investigation through:

• the collection of documents and information;
• the involvement of external parties (where technical assistance from third-party professionals is required) or other company departments, which are obliged to cooperate with the report manager;
• hearings of any other internal/external persons, where necessary.

The investigation shall be conducted in accordance with the following principles:

• all necessary measures shall be adopted to prevent the identification of the reporting person and the persons involved;
• verifications shall be carried out by suitably qualified persons and all activities shall be properly tracked and archived;
• all persons involved in the assessment shall maintain the confidentiality of the information received, unless otherwise required by law;
• investigations shall be conducted by adopting appropriate measures for the collection, use, disclosure, and storage of personal information, ensuring that the needs of the investigation are balanced with privacy protection requirements;
• appropriate measures shall be adopted to manage any conflicts of interest where the report concerns the recipient, including the temporary appointment of another Channel Manager.

Feedback to the Reporting Person

Within three months from the date of the acknowledgement of receipt or, in the absence of such acknowledgement, within three months from the expiry of the seven-day period following submission of the report, the recipient shall provide feedback regarding the report by communicating alternatively:

• the archiving of the report, providing the reasons for the decision;
• the substantiated nature of the report and its referral to the competent internal bodies for the relevant follow-up actions;
• the activities carried out and still to be carried out (in the case of reports requiring longer investigation activities for verification purposes) and any measures adopted (actions taken or referral to the competent Authority).

6. Conflict of Interest

Where the report manager is in a conflict of interest situation, for example as the reported person or the reporting person, the matter shall be handled by another person appointed for the specific report, who may be internal or external to the organization.

7. Protection of the Reporting Person and Liability

Reporting persons may not suffer any form of retaliation. The law provides that individuals submitting reports may not be sanctioned, demoted, dismissed, transferred, or subjected to any other organizational measure having, directly or indirectly, adverse effects on working conditions or resulting in discrimination or retaliation against them.

The reasons that lead a person to report, disclose publicly, or file a complaint are irrelevant for the purposes of their protection.

Within judicial or administrative proceedings, including out-of-court proceedings concerning the verification of prohibited conduct against reporting persons, it shall be presumed that such conduct was carried out as a consequence of the report, public disclosure, or complaint to judicial or accounting authorities. The burden of proving that such conduct was motivated by reasons unrelated to the report, public disclosure, or complaint shall rest with the person who carried out such conduct.

Furthermore, any alleged discriminatory or retaliatory measures suffered must be reported to ANAC, which is solely responsible for determining whether the retaliatory measure resulted from the reporting of unlawful conduct and, in the absence of proof by the Company that the measure adopted was unrelated to the report, for imposing an administrative financial penalty.

Processing of Personal Data. Confidentiality

All processing of personal data shall be carried out in compliance with Regulation (EU) 2016/679, Legislative Decree No. 196 of 30 June 2003, and Articles 13 and 14 of the Decree; furthermore, failure to comply with confidentiality obligations may result in disciplinary liability, without prejudice to any further liabilities provided for by law.

The information notice regarding the processing of personal data following a whistleblowing report is available on the Company’s website at: www.italdiamant.com/it/informativa-whistleblowing

Internal and external reports and the related documentation shall be retained for the time necessary to process the report and in any case no longer than 5 years from the date of communication of the final outcome of the reporting procedure, in compliance with confidentiality and personal data protection obligations.

Liability of the Reporting Person

The Company guarantees the reported person the right to be informed, within a reasonable period of time, of any reports concerning them and ensures their right of defence where disciplinary proceedings are initiated against them.

This procedure also leaves unaffected the criminal and disciplinary liability of the reporting person in the event of slanderous or defamatory reports pursuant to the Italian Criminal Code and Article 2043 of the Italian Civil Code.

Moreover, any abuse of the whistleblowing reporting procedure, such as manifestly unfounded reports and/or reports submitted solely for the purpose of harming the reported person or others, as well as any other improper or intentionally instrumental use of the procedure itself, may give rise to disciplinary liability and liability before the competent authorities.

8. Entry into Force and Amendments

This Policy shall enter into force on 18 December 2023. Upon its entry into force, all previously adopted provisions on the matter, in whatever form communicated, shall be deemed repealed if incompatible or inconsistent with this Policy, as they are replaced by the present provisions.

The Company shall ensure appropriate dissemination and provide a copy of the Policy to each employee.

All employees may propose justified amendments to this Policy whenever deemed necessary; such proposals shall be reviewed by the Company’s General Management.

This Policy shall in any case be subject to periodic review.

Notes

1 – https://www.anticorruzione.it/en/-/whistleblowing

2 – Reporting persons may use the external channel (ANAC) when:

• the mandatory activation of the internal reporting channel is not provided for within the work-related context, or where such channel, even if mandatory, is not active or, even if active, does not comply with legal requirements;
• the reporting person has already submitted an internal report and no follow-up has been provided;
• the reporting person has reasonable grounds to believe that, if an internal report were submitted, it would not be effectively followed up or that the report itself could give rise to a risk of retaliation;
• the reporting person has reasonable grounds to believe that the violation may constitute an imminent or manifest danger to the public interest.

3 – Reporting persons may make a public disclosure directly when:

• the reporting person has previously submitted an internal and external report or has directly submitted an external report, and no feedback has been provided within the prescribed time limits regarding the measures envisaged or adopted in response to the reports;
• the reporting person has reasonable grounds to believe that the violation may constitute an imminent or manifest danger to the public interest;
• the reporting person has reasonable grounds to believe that the external report may entail a risk of retaliation or may not be effectively followed up due to the specific circumstances of the case, such as where evidence may be concealed or destroyed or where there is a well-founded fear that the person receiving the report may be colluding with the perpetrator of the violation or involved in the violation itself.