Greenkar Innovation Srl established in 2018 is a company operating in the automotive sector with a wide range of services aimed at providing vehicle manufacturers and outfitters with technical/regulatory assistance and support in coordinating activities. Thanks to the professionalism and long experience of its staff, it succeeds in facilitating processes and making work mechanisms as smooth and effective as possible while optimizing time and resources. The automotive industry is constantly evolving and thrives on constantly changing regulations and procedures. Indeed, technology and innovation run fast.

GREENKAR INNOVATION S.r.l. (hereinafter GKI), adheres to and complies with the Code of Ethics of the GreenKar Consortium having its registered office in Via Partanna Mondello, 41/Q, 90151-Palermo, and bases its model of organization and management on its Code of Ethics, a document that defines the set of ethical principles and behavioral rules adopted by the Company, and in compliance with the Code of Ethics of the Consortium. In fact, GKI recognizes in any ‘unethical’ behavior, a threat to its own objectives, and, in order to safeguard its own interests but also those of the Consortium Members, it uses this tool as a behavioral reference, in respect of all the parties that contribute to the work of the Greenkar Consortium.

GKI is very attentive to environmental protection, therefore, in addition to disseminating its intentions externally, it has internally adopted initiatives to reduce and sort waste, save energy, reuse materials and make more prudent purchases. GKI by observing the rules of the Code of Ethics is able to ensure a high level of professionalism and reliability, and intends to fully meet the expectations and interests of consortium companies and all stakeholders. The Code of Ethics approved by the Management provides guidelines for the behavior of all employees, internal and external collaborators, and stakeholders (including Consortium Members) who share objectives, needs and expectations.

The recipients of the Code of Ethics

Recipients of the Code, hereinafter referred to as “addressees,” means all those who, whether employees or collaborators, establish relationships or relations with the Consortium, whether direct or indirect, on a permanent or temporary basis or otherwise operate or cooperate for Consortium purposes. All recipients are required to know and recognize the Code of Ethics, conforming every operation, behavior, internal or external relations, to the principles and dictates of the Code. Each recipient is responsible for the application of the principles of the Code and the correctness of his or her actions.

General aspects

The Consortium is committed to the dissemination of this Code of Ethics and the constant sensitization of employees and collaborators about its contents and objectives. The Code will be brought to the attention of third parties who receive assignments from the Consortium or have stable or temporary relationships with it. Compliance with the principles and rules of this Code and its operational application within the scope of assigned responsibilities are an essential and integral part of the contractual obligations of each Recipient.

The Consortium is also committed to:

(a) inform all Recipients of the provisions and application of this Code, recommending compliance with it

(b) ensure the timely dissemination of the code, including making it available to parties outside the Consortium, in the forms and by the means it deems appropriate

(c) ensure the periodic updating of this Code in order to adapt it to evolving civic awareness, environmental conditions and regulations

(d) continuously monitor compliance with and adherence to this Code.

To this end, the Consortium will adopt appropriate procedures for reporting, investigating, and dealing with any violations.

The principles of the Code of Ethics

The Consortium inspires its activities to the principles of loyalty, integrity,transparency and impartiality, contained in this Code and declares itself free not to undertake or continue any relationship with anyone who demonstrates that he does not share its content and spirit and violates its principles and rules of conduct. The Consortium and all those who in various capacities and functions operate in the name and on behalf of the Consortium are called upon to act diligently and professionally at all times, and to conform their conduct to the principles of honesty, fairness and legality.

Specifically:

The Bodies of the Consortium, their members and its employees are required to comply with this Code of Ethics.

4.2 Principle of legality

The Consortium’s inescapable principle is compliance with the laws eregulations in force in all the countries in which it operates. In this context:

● The Consortium requires its directors, managers and employees in general and anyone who performs, in any capacity, representative functions, even de facto, to comply with the legislation and all the rules in force, as well as the principles and procedures preordained for this purpose. The Consortium undertakes to adopt the useful and appropriate measures so that the obligation to respect the legislation and all the rules in force, as well as the principles and procedures preordained for this purpose, is made its own and practiced by directors, managers and employees as well as, by partners, consultants, suppliers, customers and any person with whom it has relations. Inspired by the principle of legality, all individuals who are part of the Consortium, shall refrain from improper or fraudulent actions to the detriment of the Consortium and consortium members.

4.3 Principles of consortium organization

Every service, operation and/or transaction, understood in the broadest sense of the term must be legitimate, authorized, consistent, congruous, documented, recorded and at all times verifiable. Employees and individuals who make any purchase of goods and/or services, including external consultancies, on behalf of the Consortium must act in accordance with the principles of fairness, economy, quality and lawfulness and operate with the diligence of a good family man. The Consortium evaluates personnel to be hired on the basis of the correspondence of the candidates’ professional profiles and their specific skills with respect to what is required and the company’s needs, avoiding any discrimination based on age, racial and ethnic origin, nationality, gender, sexuality and state of health.

Likewise, in the performance of each activity, each Recipient must be inspired by the same principle of ‘non-discrimination’ by guaranteeing equal opportunities and taking into consideration opinions and beliefs that may differ from his or her value system, but nevertheless respect the Laws of the Italian Republic of the

European Community or the country in which it is operating

In carrying out its professional activities, the Consortium and all recipients base their actions on the principles of excellence, dignity, confidentiality and security.

(a) Excellence: the Recipient is committed to giving the best of his or her professional skills. He/she is also committed to ongoing training so as to achieve excellence in all aspects of the profession

b) Dignity: the Recipient assumes the responsibilities required by the assigned task and must accept full and conscious responsibility for his or her work by objectively evaluating the results, and where necessary, admitting its limitations or inaccuracies by remedying them immediately

c) Confidentiality and data protection: the Consortium guarantees the security and protection of information related to employees, collaborators and all recipients, acquired and stored internally, and promotes the introduction of every useful tool to prevent the disclosure, loss or misuse of such information (GDPR Reg. 2016/679). In compliance with current legislation on privacy and the processing of personal data, the disclosure of information learned, during the provision of the service will be allowed only with the prior written consent of the person concerned, who will be informed and made aware by means of appropriate information. The Recipient agrees to treat as confidential any information, in connection with the performance of the professional activity. The Recipient agrees to use the utmost caution and care in the use of information not in the public domain, obtained even incidentally, during the performance of its duties and, therefore, not to disclose it except to the extent of the use of such information for the performance of the activity. The provision of the service will be permitted only with the prior written consent of the person concerned, who will be informed and made aware by means of appropriate information. The Recipient agrees to treat as confidential any information, in connection with the performance of the professional activity. The Recipient agrees to use the utmost caution and care in the use of information not in the public domain, obtained even incidentally, during the performance of its duties and, therefore, not to disclose it except to the extent of the use of such information for the performance of the activity. With regard to data security GreenKar Innovation Srl adopts and implements all information security systems designed to protect the integrity, confidentiality and custody of the Client’s data; the systems are periodically audited and monitored in order to ensure their effectiveness and functionality.

d) Respect for the environment: of fundamental importance to the consortium is the protection of the environment, and to this end an environmental management system in line with current environmental quality standards is kept active and vigilant. The consortiumis committed to adopting technologies and methodologies that aim to protect the environment by encouraging its employees and recipients to evaluate and reduce the negative impacts of its activities on the environment.

(e) Conflict of Interest: the consortium intends to avoid any situation of conflict of interest, consequently it is prohibited:

All Recipients must ensure that every decision is made in the interest of the Consortium. They, therefore, must avoid any situation of conflict of interest between personal or family economic activities and duties held in the Consortium, which could affect their independence of judgment and choice.

If the Recipient finds himself/herself in a situation that, even potentially, could constitute or result in a conflict of interest, he/she shall promptly report it to the President in order to verify its existence and consider possible action.

f) Direct use of consortium assets: each Recipient is responsible for the protection of consortium resources entrusted to him/her and has a duty to promptly inform the Consortium of any threats or damaging events. It is forbidden to use corporate assets for one’s own interests.

(g) External communications

Communication to third parties plays a fundamental role for the smooth functioning of the Consortium and its image; to enhance its reputation and gain more and better visibility. The Consortium is aware that good communication is the backbone of any good activity, in compliance with the principles of this Code. In this regard, the Consortium’s representative for Communications/External Relations is the President, who may delegate a member of the Board of Directors from time to time for specific situations of discontent.

4.4 Principles of sound administration

The Consortium is aware of the importance of transparency, accuracy and completeness of accounting information and strives to have an administrative system that is reliable in correctly representing management facts and in providing the tools to identify, prevent and manage, as far as possible, risks of a financial and operational nature, as well as fraud to the detriment of the Consortium or third parties. The accounting records and the documents derived from it must be based on accurate, exhaustive and verifiable information; they must, moreover, reflect the nature of the operation to which they refer in compliance with external constraints (legal rules and accounting principles), as well as with policies, plans, regulations and internal procedures; moreover, they must be accompanied by the relevant supporting documentation necessary to allow objective analysis and verification.

All Recipients are required to work to ensure that management facts are correctly and promptly represented. The Consortium condemns any behavior, by anyone engaged in, aimed at altering the correctness and truthfulness of the data and information contained in financial statements, reports or other corporate communications required by law directed to shareholders and the public.

The Consortium requires that the Directors, Department Heads and employees, conduct themselves in a fair and transparent manner in the performance of their duties, especially in relation to any request made by the members and bodies of the Consortium. It is forbidden for the Consortium’s Directors to engage in any conduct aimed at causing injury to the integrity of the Consortium’s assets.

4.5 Principles of social responsibility

The Consortium maintains a constant dialogue with its Consortium members so that each Consortium member can receive the same information in order to make thoughtful participatory choices. The Consortium protects and gives precedence to its own interest and that of the Consortium members as a whole over the particular interest of individual Consortium members or groups of them. The Consortium is therefore committed to informing Consortium members of any action or decision that may have significant effects with regard to their participation.

In particular, the Consortium is committed to:

The Consortium is committed to:

• Ensuring a safe and healthy workplace
• Respect the right of workers to join unions
• Do not engage in any kind of discrimination
• Do not use or support disciplinary practices such as corporal punishment, physical and mental coercion, verbal abuse
• Comply with the working hours required by law and by national and local accords Remunerate employees by complying with the national collective bargaining agreement and the company’s supplementary agreement
• Respect the privacy of employees and collaborators by adopting ways of processing and storing personal and sensitive data that comply with current legislation and provide guarantees of effectiveness

Safeguarding the environment is one of the principles held in the highest regard by the consortium which, to this end, maintains active and vigilant an environmental management system in line with current environmental quality standards. The Consortium is committed to adopting technologies and methodologies that aim to protect the environment by encouraging its employees and recipients to assess and reduce the negative impacts of its activities on the environment. The consortium is committed to the fulfillment of the legitimate expectations of all its consortium members, with whom it intends to promote a dialogue aimed at a better understanding of their needs.

4.6 Principles of countering crime

The Consortium condemns any activity that involves:

To this end, its directors, employees and collaborators are obliged to comply with and apply the relevant Italian and EU legislation, with an invitation to report to the competent authority any situation that may be attributable to crimes of this nature.

5. Reactions to violations of the Code of Ethics

Violation of the rules of this code harms the relationship of trust established with the Consortiumand in addition to being evaluated in the context of non-fulfillment of the contractual obligations proper to the existing relationship, may lead to disciplinary, legal and criminal action. Violation of principles of the Code of Ethics will be evaluated by the Board of Directors, which may take the measures provided by the Rules of Procedure and/or the Articles of Association.

When a Recipient becomes aware of situations that actually or potentially may constitute a violation of this Code, he or she must give immediate written notice to the President. The recipient will acknowledge receipt exclusively to the Recipient, in written form, and will record the event in a special register, accessible only to members of the Board of Directors. Under no circumstances will an anonymous report or a verbal report be considered valid unless followed up in writing, which will therefore be ignored. The President or anyone who becomes aware of a report of an alleged violation undertakes to ensure the confidentiality of the identity of the person who made such a report, upon his or her simple request and subject to legal obligations.

6. The procedures for reviewing and approving the Code of Ethics.

This Code of Ethics is approved by the Board of Directors of the GreenKar Consortium at its first meeting. Beginning with subsequent revisions, in order to allow for flexible adaptation to new requirements arising from legislative changes to Legislative Decree 231/2001 itself, the process for amending and approving the Consortium’s Code of Ethics is as follows:

Drafting and subsequent updates of this Code are the responsibility of the Board of Directors. That consortium body shall approve any revisions by majority vote, by open ballot. After approval, any changes and/or additions shall be deemed effective and shall be promptly disseminated in accordance with paragraphs (a) and (b) of Chapter 3 of this Code.

For the purposes of this Code and unless otherwise expressed, any correspondence indicated by the definition “in written form” also includes systems of telematic communication such as electronic mail, certified electronic mail (PEC), fax, and the electronic form that may be present on the Consortium’s website in areariserved. This is without prejudice to the right of the recipient to request and obtain a copy in a different medium, without the fact resulting in the interruption of the term.

THE MANAGEMENT