Code of Ethics

This is a courtesy translation. The legally binding version of this document is the Italian one, available at Codice Etico.

Gate Real Estate Innovation S.r.l. Società Benefit — Version 1.1 · 01/10/2024 · First release · Drafted by: Colin & Partners · Approved by: the Board of Directors.

Introduction

GATE REAL ESTATE INNOVATION SRL SOCIETA’ BENEFIT (hereinafter also the “Company” or “GATE REI”) recognises the importance of ethical and social values in carrying out its activities, in pursuing its objectives and, more generally, in everything it does to pursue its business goals. To that end it commits to managing its own activities, and its relationships with those it deals with, responsibly and prudently.

This Code of Ethics (hereinafter also the “Code”) works towards that aim, and has the following purposes:

to set out the rules of conduct for those who work with and for the Company;
to state GATE REI’s fundamental ethical values and principles;
to make dialogue, engagement and agreement with those parties easier;
to give ethical direction to the relationships between the Company and those it deals with, laying the basis of a voluntary agreement governing how they are conducted;
to serve as the founding element for the adoption of the Organisational Model under Legislative Decree 231/2001 (hereinafter also the “MOG” or “Model 231”) on the administrative liability of legal entities.

The Company considers the following conduct to be unethical:

failing to comply with laws, regulations and rules;
appropriating the benefits of, or the cooperation of, others through positions of power or force;
manipulating the truthfulness of the financial statements or the integrity of the principles under which they are drawn up;
obstructing supervisory activity by the public authorities.

The rules of conduct, values and principles by which the Company is guided form part of its governance system, setting out GATE REI’s commitment to limit its freedom to act in purely opportunistic terms and to guarantee all stakeholders forms of participation and dialogue. The governance system ensures the efficient and effective management of the Company’s activity, as well as the establishment of a system of controls over operational risks.

The Company works to have these principles shared and taken up by management, shareholders, employees and collaborators, and by suppliers and clients.

This Code of Ethics is made up of:

general values and principles, which inspire the Code and which the Company intends to uphold, including by sharing them with its stakeholders;
rules of conduct, to be observed by those to whom the Code of Ethics applies;
rules for its implementation and for monitoring compliance with it.

In order to ensure that its services are delivered in compliance with the law and with integrity, correctness, honesty and good faith, the Company will make sure the Code is widely circulated.

This Code of Ethics is adopted by resolution of the Board of Directors and follows the content of the “Guidelines for the construction of organisation, management and control models under Legislative Decree no. 231 of 8 June 2001”.

Purpose and content of the Code of Ethics

Ethics in business is of fundamental importance to a company’s success and credibility. Adherence to ethical principles brings greater competitive advantage and better socio-economic development.

This Code governs conduct that matters from an ethical standpoint, so that the values the Company identifies with can be known and appreciated.

Who the Code applies to, and its circulation

The Code of Ethics applies to (hereinafter also the “Recipients”):

the members of the corporate bodies (chair, directors and statutory auditors) and, more generally, anyone holding representative, administrative or management functions, or exercising management and control even on a de facto basis;
employees (senior managers, middle managers, office staff, workers) and, more generally, the Company’s collaborators on any basis;
suppliers, clients, business partners and anyone who, directly or indirectly, permanently or temporarily, enters into business dealings or relationships with GATE REI and who acts within them to pursue its objectives.

All Recipients are required to observe, and within their remit to have others observe, the principles set out in the Code of Ethics.

The intention of acting in GATE REI’s interest does not justify conduct that conflicts with the rules, however framed.

The Company has appointed a dedicated “Supervisory Body” (hereinafter also the “OdV”) whose tasks include overseeing the application of and compliance with the Code of Ethics, and which also provides for penalties in the event of a breach.

Effect of the Code

The rules in this Code of Ethics supplement the conduct that Recipients are required to observe under the civil and criminal law in force in every country in which GATE REI operates.

Recipients of the Code of Ethics who breach its rules damage the relationship of trust with the Company and will be subject to the penalties provided for.

Implementation and updating of the Code

Application of the Code of Ethics is entrusted to the Supervisory Body.

Any revision of the Code is approved by GATE REI’s Board of Directors, on a proposal from the Chief Executive Officer in agreement with the Chair, having heard the opinion of the Board of Statutory Auditors.

The proposal is drawn up taking account of the stakeholders’ assessment of the principles and content of the Code, including by encouraging their active contribution and the reporting of any shortcomings.

General ethical principles

In carrying out their duties, every member of the Company must observe the principles of correctness, good faith, transparency, loyalty and fair dealing, both towards colleagues and towards the third parties they deal with.

Transparency

The principle of transparency rests on the truthfulness, clarity and completeness of information: whoever is responsible for providing information of any kind must give clear, truthful accounts, communicating verbally or in writing in a way that is accessible and immediately understandable.

Correctness

The principle of correctness entails respect for the rights of others, understood not merely as compliance with the rules in force but as respect for rights in the broadest possible sense — avoiding undue breaches of privacy, discrimination against staff, conflicts of interest and anything else that may be discriminatory or oppressive within working and professional life.

Efficiency

The principle of efficiency concerns the entire workforce, which must strive to deliver the best possible result with every effort. In delivering work and services, the commitment must always be to offer a service that meets the client’s needs and the most advanced standards of each sector and line of activity, making the best possible use of technological resources.

Spirit of service

The spirit of service is nothing other than full commitment to the company’s mission, expressed in an individual and collective effort to achieve the best performance in terms of reliability, practicality, versatility, agility and passion, as well as output and productivity.

Professional development and cooperation between colleagues

Developing the professional worth of human resources is the key factor in the growth and development of the Company’s business. Promoting professional growth increases the skills that form part of the Company’s assets.

Conduct among staff, at every level and degree of responsibility, is consistently aimed at enabling the best possible performance in a cooperative, mutually supportive spirit.

GATE REI encourages mutual cooperation and team spirit, with respect for the moral integrity of each person, and firmly condemns any prejudice, discrimination, unlawful influence or undue advantage.

Competition

GATE REI shares the values of fair competition, correctness and honest rivalry towards all its competitors. Everyone working at GATE REI, each within their own duties and responsibilities, must refrain from conduct that conflicts with EU or national provisions protecting free competition.

It is prohibited to use unlawful means to acquire competitors’ trade secrets or other confidential information, to engage in illegal practices such as industrial espionage, or to hire employees of competing companies in order to obtain confidential information or for the sole purpose of harming competitors.

Prevention of corruption and money laundering

Recipients who represent the Company or act in its interest, or who have business dealings with it, must refrain from any form of corruption, whether public or private. No form of payment or granting of advantages to clients, business counterparties or third parties in general is therefore permitted unless it arises strictly from a contractual obligation. The Company’s employees may accept or offer gifts provided they are directly connected to the work carried out, lawful, of modest value, offered transparently and explicitly, occasional or given on the customary gift-giving occasions, and provided they create no obligation or sense of obligation on either side. All financial transactions are properly justified by the contractual relationships in place and are carried out in traceable form. The Company rejects any conduct aimed at using, replacing, transferring or concealing sums of money of doubtful or unlawful origin.

Protecting and valuing people

Human resources are the central element on which the Company bases the pursuit of its objectives. In selecting and managing staff, the Company applies criteria of merit, competence and assessment of individual ability and potential. The Company values and works to develop the skills and abilities of every Recipient, including by organising training and professional development. Every Recipient carries out those activities diligently and flags any need for further or specific activity, so that the Company can take the necessary steps. GATE REI recognises and respects the role of trade unions and their full right to exercise their activity of representing workers, and promotes a sound system of industrial relations, including by strengthening the participation of workers and unions in the Company’s development. It is the Company’s aim to consolidate a working environment free from discrimination on grounds of race, culture, ideology, sex, physical characteristics, morals, religion or any other ground, and to offer Recipients equal opportunity on equal terms. All Recipients are required to work together to achieve that aim. Recipients cooperate with one another in achieving shared results and commit to creating a calm, stimulating and rewarding working environment. Within the workplace, Recipients conduct themselves with seriousness, order and decorum. The Company requires that no episodes of harassment or intolerance occur in internal working relationships.

Standards of conduct in dealings with stakeholders

In pursuing its corporate purpose, GATE REI interacts with employees, clients, suppliers, associations, authorities, shareholders and citizens (the “stakeholders”). In its dealings with them, GATE REI is guided by the principles of legality, fair dealing, transparency, impartiality and independence.

All stakeholders are subject to this Code of Ethics, just as they are required to comply with the law, with regulations and with company procedures. They are also required to behave properly, in a way that does not undermine their moral and professional reliability.

The spreading of misleading or damaging information is to be avoided, and no one may use their position within the organisation to carry out other activities that conflict or compete with the Company’s own.

These rules exist to safeguard the principles of integrity and transparency, in compliance with the rules in force and with company practice.

Attitudes and actions aimed at seeking personal advantage for oneself or others, at improperly influencing a counterparty’s decisions or at seeking unjustified favourable treatment in dealings with third parties, the public administration and political or trade union organisations are prohibited.

Dealings with clients

GATE REI is committed to satisfying its clients in compliance with the obligations set by the legislation in force, by the contracts entered into and by the quality standards it has set.

Its work is directed towards the satisfaction and protection of its clients, paying particular attention to specific requests, favouring solutions geared to product quality and to interpreting the client’s needs, and where appropriate proposing suitable decision-making processes and business perspectives.

GATE REI offers clients a project and contractual approach based on genuine partnership, aiming at leading-edge solutions that create value, last over time and are easy to use.

For that reason GATE REI directs its research, development and commercial activity towards high quality standards in its products and services.

GATE REI is also committed to listening to any suggestions and to responding to complaints, always with a view to guaranteeing the highest standard of quality.

Dealings with suppliers

The selection of suppliers and the setting of purchase terms are based on an objective assessment of the quality and price of the goods and services required, and of the ability to supply and guarantee, in good time, goods and services of a standard appropriate to the Company’s needs.

GATE REI applies a supplier selection criterion based on compliance with the legislation in force and with its internal rules; in no case may one supplier be preferred over another on the grounds of personal relationships, favouritism or advantages other than those of the exclusive interest and benefit of GATE REI.

Personnel policy

Human resources are the pivot around which GATE REI turns.

For that reason GATE REI protects and promotes the value of its people, regarding them as indispensable to its existence, development and success, in order to improve and increase its assets and the Company’s competitiveness, which grow hand in hand with the skills held by each collaborator within the organisation.

GATE REI offers equal opportunity to all employees on the basis of their professional qualifications and individual abilities, without discrimination on grounds of religion, race, political or trade union belief or sex, applying criteria of merit and competence alone.

Dealings with the public administration

In its dealings with the public administration, GATE REI pays particular attention not only to full compliance with the rules in force but also to the exact fulfilment of the administrative procedures relating to every act, conduct or agreement, so that every action taken by GATE REI is marked by the utmost transparency, correctness and legality.

In the course of business negotiations, requests or commercial dealings with the public administration, conduct must be such as not to improperly influence the counterparty’s decision.

Collusive practices and conduct of any nature or form, and active or passive corruption, are not permitted.

It is not permitted to consider or propose employment and/or business opportunities that could benefit public administration employees personally, or to seek or obtain confidential information that could compromise the integrity or reputation of either party.

In performing business relationships, what is set out in the contract must be observed, avoiding unauthorised substitutions, putting adequate control and safeguard mechanisms in place and relying only on the cooperation of competent and suitable people.

Where the Company uses a consultant or a third party to represent it in dealings with the public administration, the same rules that apply to the Company’s employees apply to those parties and their staff.

Contributions and donations

GATE REI may agree to requests for contributions only where the proposals come from bodies and associations that are expressly not-for-profit.

Such contributions must also be paid in support of activities of high cultural and/or social value, in line with the Company’s philosophy.

As for donations, GATE REI does not permit any form of gift that could be construed as going beyond normal commercial or courtesy practice, or that is in any event intended to obtain favourable treatment in the conduct of any activity connected to it.

Any form of gift to Italian or foreign public officials, or to their family members, that could influence independence of judgement or induce them to grant any advantage is likewise prohibited.

This rule concerns both gifts promised or offered and gifts received, a gift being understood as any kind of benefit (free attendance at a conference, the promise of a job offer, and so on).

Conflicts of interest

Recipients must not carry out acts in which they hold, even indirectly, interests that potentially conflict with those of GATE — including, purely by way of example, personal or family financial or commercial interests with clients, suppliers or competitors.

GATE REI’s staff refrain from giving and/or receiving gifts of any kind or value in the context of working relationships, unless of symbolic value and in line with usual commercial practice, paying particular attention to dealings with public administration employees. Stakeholders must correspondingly refrain from giving gifts that could induce Recipients to behave in a way that conflicts with the Company’s interests, including its moral interests.

All GATE REI’s shareholders, employees and collaborators are required to avoid conflicts of interest between their personal and family economic activities and the duties they hold within the organisation they belong to.

Confidentiality

Protection of business secrets

GATE REI’s activities constantly require the acquisition, storage, processing, communication and circulation of data, information, documents and other material relating to negotiations, administrative proceedings, financial transactions and know-how (contracts, deeds, reports, notes, studies, drawings, photographs, software and so on) which under contractual agreements may not be disclosed externally, or whose inappropriate or untimely disclosure could damage the Company’s interests.

All GATE REI staff are obliged to ensure, and to have others ensure, the confidentiality required by the circumstances for every piece of information learned by virtue of their role.

Information, knowledge and data acquired or produced in the course of one’s work or duties belong to GATE REI and may not be used, communicated or disclosed without the specific authorisation of a manager, in accordance with the relevant procedures.

Data protection

GATE REI has strictly applied the legislation set out in Legislative Decree no. 196/2003 to protect the data processed by GATE REI or held by third parties, and/or generated or acquired internally and in business relationships, in order to prevent any improper use of that information.

GATE REI guarantees that the processing of personal data carried out within its organisation takes place with respect for fundamental rights and freedoms and for the dignity of the data subjects, as required by the provisions in force.

Personal data are processed in compliance with the legislation in force; data are retained for a period strictly necessary and relevant to the purpose for which they were collected.

GATE REI adopts appropriate preventive security measures for all processing in which personal data are collected and held, in order to avoid the risks arising from destruction, loss, damage or unauthorised access.

GATE REI’s staff acquire and process data only within specific procedures, and the data are stored and archived in such a way as to prevent unauthorised parties from becoming aware of them.

How the Code of Ethics is implemented and monitored

Establishment of the Supervisory Body responsible for monitoring

GATE REI is committed to observing the rules, and to having them observed, including through the establishment of a Supervisory Body under Legislative Decree 231/2001, appointed at the same time as the organisation, management and control Model is adopted.

The Supervisory Body’s task is to monitor and oversee the implementation of the Code of Ethics by the parties concerned, including by receiving reports and suggestions.

That Body may issue binding opinions on any revision of the Code of Ethics or of the more significant company policies and procedures, in order to ensure that they remain consistent with the Code.

Reporting breaches of the Code of Ethics

Interested parties may submit reports concerning breaches of the Code of Ethics through the appropriate communication channels made available by GATE REI.

Alternatively, any interested party may report in writing, through the dedicated portal linked at the foot of the company website, any breach or suspected breach of the Code of Ethics to the body responsible for overseeing the application of the Code. That body will analyse the report, where appropriate hearing both its author and the person responsible for the alleged breach, and will act so as to protect whistleblowers against retaliation of any kind, meaning any act that could give rise even to the mere suspicion of being a form of discrimination or penalisation. GATE REI guarantees the confidentiality of the whistleblower’s identity, subject to obligations imposed by law.

Where a breach of the Code of Ethics is established, the Supervisory Body reports it, together with any recommendations it considers necessary, to senior management or to the functions concerned, according to the seriousness of the breach.

The bodies responsible determine the measures to be adopted in accordance with the legislation in force and with the disciplinary system adopted by the Company, oversee their implementation and report the outcome to the body responsible for monitoring the Code of Ethics.

Communication and circulation of the Code of Ethics

In order to ensure the widest possible knowledge of this Code of Ethics, GATE REI is committed to circulating it among the parties concerned by every means it considers appropriate (including through its own website), also by means of suitable and adequate communication activity.

Status of the Code of Ethics

A breach of the provisions of this Code of Ethics will constitute a failure to perform the contractual obligations of the employment, functional or professional collaboration relationship, with all the consequences provided for by law and by contract, including under Art. 2104 of the Italian Civil Code.

In the event of any breach of this Code, GATE REI will apply the disciplinary sanctions provided for in the disciplinary code.

Amendments and additions

The Code of Ethics may be amended and supplemented by resolution of the Company’s Board of Directors, and any such changes will be duly communicated to the Recipients.