Group policy for the prevention of corruption and other offences

1. Introduction

This policy confirms the importance, for the Casillo Group, of the values of loyalty, correctness, transparency and integrity in the conduct of company activities. The Group interacts with multiple subjects in its everyday business and therefore requires a detailed system of rules and controls intended to prevent the perpetration of corruption as well as other offences. The managers of the individual companies are required to carry out their activities in full compliance with all applicable national laws, the Organisational Models adopted by the Group companies and the respective Codes of Ethics, as well as to disseminate and transfer these values to all their employees and, through their conduct, to be an example of correct behaviour to them. All the employees of the individual Group companies are required to comply with this Policy.

This Policy, which is intended to ensure compliance with the principles set out in the Organizational Models pursuant to Legislative Decree 231/2001 adopted by the individual Group companies, applies to all Italian and foreign companies belonging to the Casillo Group as defined below. All employees of the Casillo Group and those who work for and on behalf of the same or under its direction and supervision are required to comply with this Policy: it is therefore addressed to the directors, managers, members of the supervisory bodies and employees of the Casillo Group companies, as well as their consultants and suppliers.

Group: the Casillo Group, which, for the sole purposes of defining the scop of this Policy, shall refer to Casillo Partecipazioni S.r.l. and all the Italian and foreign companies it controls directly or indirectly.
Parent company: Casillo Partecipazioni S.r.l.
Parent company BoD: Board of Directors of Casillo Partecipazioni S.r.l.
Regulations: document that governs processes of general interest and relevance to corporate organisation for the Group as a whole, outlining, particularly for the purposes of the Group's regulatory compliance, the general principles and guidelines to be observed in managing them, also identifying the main responsibilities of the organisational structures involved.
Policy: rules of conduct that the Employer asks its employees to follow in order to govern their work.
Organisational structures: Central Departments, Business Areas/Business Units and Cross-Functional Departments

The following is a list of further Company Regulations and Procedures referred to in the rest of this document:
• Regulation CG_REG_RISK_01 “Group Risk Management”
• Regulation CG_REG_TES_01 “Treasury Management”
• Code CG_CODICE_DEON “Group Code of Ethics”
• Codes of Ethics adopted by the individual Group companies;
• Organisation, Management and Control Models adopted by the individual Group companies.

2. Preamble

The Casillo Group is a world leader in the marketing and processing of agricultural commodities - mainly wheat and corn - and acts as a primary operator in the sector, both on the national and international markets, thus interacting with multiple subjects, some of whom are subject to different legal systems and rules, and to different commercial practices.

3. Purpose of the Policy

The principles and regulations referred to in this Policy denote as illegal, for all Corporate Bodies, Executives and Group personnel, Business Partners and anyone acting for or on behalf of the Company, any offer, payment or acceptance, directly or indirectly, of money or other benefits to national or foreign public officials or to EU and international officials, as well as to employees or managers of other private companies, in order to obtain any advantage in relation to business activities. This Policy is also designed to allow any conduct or behaviour that may be illegal, and therefore unethical and inappropriate for the organisation and values of the Casillo Group, to be reported, with the aim of strengthening awareness and knowledge of the risks associated with committing offences and to improve the internal control system for their prevention and identification.

4. Reference regulations

4.1 Definitions
Business Partner:
any third party, not an employee, who may receive or supply products or services from/to the Company.
Family member: : the spouse of a Public Official (national or foreign) and of an EU or international official; grandparents, parents, brothers and sisters, children, grandchildren, uncles and first cousins of the Public Official and their spouse; the spouse of any such person; and any other person who shares a home with them.
Personnel: directors, managers, members of the corporate bodies and employees of the Company.
Public Officials: : individuals directly involved in forming and manifesting the will of public bodies in the exercise of powers to authorise, to certify or to otherwise extend the private legal domain, including foreign public officials and international officials.
Public Service Officers: individuals who - while performing a regulated activity involving a public function - lack the associated powers, or individuals who, while not being actual Public Officials with the associated functions, nonetheless perform a service of public utility in public bodies in general.
Policy: this policy.

4.2 Main Legal Referencesi
• The Italian criminal code and civil code;
• The United Nations Convention against Corruption and the United Nations Convention against Transnational Organized Crime;
• the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
• the Council of Europe Criminal Law Convention on Corruption;
• the Protocol to the Convention on the protection of the European Communities’ financial interests and the Convention on the fight against corruption involving officials of the European Communities or officials of Member States of the European Union;
• the US Foreign Corrupt Practices Act (FCPA);
• the Code of Ethics of the group’s individual companies, as subsequently amended and supplemented;
• Italian Legislative Decree 231/2001;
• Italian Legislative Decree 231/2007.

5. Preventing corruption

5.1 Preventing corruption
In all contractual relationships with public law entities (international organisations, European Union institutions, the State, Regions, Local Authorities, etc.) and private entities, in order to ensure compliance with the legislation on public and private corruption, it is forbidden:
– To make cash donations and gifts to public officials, commercial partners, employees, suppliers, or receive them in any way that does not comply with current practice or the Codes of Ethics and Organisational Models adopted by the individual Group companies;
- To make cash payments beyond the limits set by anti-money laundering legislation;
- To pay remuneration to, or perform services for, external contract workers which are not adequately justified in relation to the type of assignment to be carried out, the remuneration received, the characteristics of the partnership relationship and current practices;
- In any case, to make payments without complying with the procedures set by the company management system. Every transaction must be supported by adequate printed and/or electronic documentation.

5.2 General principles of behaviour
The following general prohibitions apply to the Administrative Bodies, managers and employees of the Company, as well as, albeit indirectly through specific contractual clauses, to service providers, external contractors and partners. In accordance with the provisions of the Codes of Ethics adopted by the individual Group companies, the company procedures and regulations, in order to establish and maintain relationships with Public Administration that fulfil the criteria of maximum honesty and transparency, the aforementioned subjects are forbidden from:
- engaging in, contributing to or causing any conduct that may, directly or indirectly, constitute the types of offence provided for in the Italian criminal code and other relevant regulatory sources;
- generating any situation of conflict of interest with Public Administration, immediately reporting its onset;
- violating the corporate principles and procedures developed by the Company to prevent crimes in relations with public administration. In the management of normal company activities it is always forbidden:
- to distribute gifts and presents other than as permitted by company practice and the Code of Ethics adopted by the individual Group companies;
- to promise or pay sums to any person (be it a public sector executive, officer or employee) to promote or favour the interests of the Company, even as a result of unlawful pressure;
- to grant advantages of any kind (promises of employment, etc.) to Italian or foreign public sector representatives who may promote or favour the interests of the Company;
- to perform services or pay fees to consultants, external contractors or partners which are not adequately justified in the context of the contract draw up with them and in local practice;
- to receive or solicit donations of money, free gifts, presents, or advantages of any other nature, where they go beyond normal commercial business practice;
- to resort to different forms of assistance, contributions or donations which, under the guise of sponsorships, assignments, consultancy or advertising instead have the same purposes as are prohibited above;
- to create funds for goods/services contracted at higher than market prices or invoicing that does not exist in whole or in part;
- to submit untruthful declarations to national or EU public bodies in order to obtain public funding, grants, subsidised loans or the award of tenders launched by public bodies (all requests for public funding must be made in writing and approved by the relevant parties with the related powers to sign);
- to allocate sums received from national and EU public bodies by way of grants, contributions or loans for purposes other than those for which they were intended;
- to alter the records related to the management of the aforementioned sums;
- to alter and/or abusively and improperly use company IT systems; more precisely, it is forbidden to use corporate assets for personal purposes or for the purpose of altering data and communications relating to the activity of the individual Group companies.
Furthermore, the Group will not initiate or continue any relationship with company representatives, external contractors, suppliers or partners who do not intend to comply strictly with the laws and regulations in all the countries in which the individual Group companies operate.

5.3 Accounting procedures
The laws and regulations on financial reporting and tax laws, as well as the Company's accounting procedures governing the activities of the Administrative Department, require that each company correctly prepare and file detailed and complete accounting records relating to each business operation. The records of the individual companies must comply with the applicable accounting principles and must fully and transparently reflect the facts underlying each transaction. All costs and charges, receipts, payments and expense commitments must be recorded promptly in the financial information, in a complete and accurate manner and have adequate supporting documents, issued in accordance with all applicable laws and with the related provisions of the internal control system. All the records specifically kept in the accounting records and the related information documentation must be available to the respective Boards of Statutory Auditors and Auditing Firms for verification activities.

5.4 Trading of commodities
The trading of agricultural commodities involves establishing relationships with public bodies or foreign authorities, as well as with private entities. In carrying out these activities, all subjects who work for and on behalf of the Group must comply with this Policy and all national and international regulations on the prevention and fight against corruption. The selection of intermediaries, agents or business brokers as part of the sales process must be made by previously ascertaining their commercial honesty and the absence of any potential conflicts of interest.

6. Prevention of other unlawful acts

The term “unlawful act” indicates conduct that is criminally relevant and, in particular, conduct intended to:
- abuse the trust of others, contrary to the principle of good faith;
- circumvent legal regulations;
- cause harm to others and enrich oneself unjustly.
The main macro-areas in which it is conceivable that an “unlawful act” may occur in the terms indicated herein are:
- fraud (as defined by the current Italian criminal code);
- offences against public administration bodies;
- corporate offences;
- offences relating to industry and trade;
- tax-related offences.
For the purposes of this Policy, reference is made entirely and explicitly, for Group Companies that have adopted an Organizational Model pursuant to Legislative Decree no. 231/2001 and a Code of Ethics, to the protocols contained in the documents in question and relating to the offences listed above, which are an integral and essential part of this Policy. The Casillo Group requires that:
- all corporate communications are drawn up in such a way that the data and information that each department provides externally, the accounting criteria for data processing and the timing for their delivery to the responsible departments are determined with clarity and completeness;
- with regard to the processing and recording of data or news in financial statements, reports, prospectuses or other corporate communications, no data is reported that may be false, incomplete or in any case not correspond to reality, on the economic, equity and financial situation of a Group company or the Group as a whole;
- no data and information required by law on the economic, equity and financial situation of the Group companies or the Group as a whole is omitted;
- all the rules set by law to protect the integrity and effectiveness of the share capital are strictly observed and that all persons who act, in any capacity, in the interest or on behalf of the Group, always act in compliance with the internal company provisions that are based on such rules, in order not to harm the guarantees given to shareholders, creditors and third parties in general;
- no conduct is engaged in that results in the concealment of documents, news or information relevant to any commercial or institutional counterpart;
- no untruthful information is used or sent and no fraudulent means are used in business negotiations or in relations with institutional subjects or private counterparties;
- no simulated transactions are carried out or false information disseminated about the Group companies or the Group as a whole. The Casillo Group also undertakes to: - protect the right to information of buyers, whether they are businesses or end consumers;
- ensure that labelling, presentation, advertising and any other form of commercial communication intended for the consumer are carried out in such a way as to ensure correct and transparent information;
- refuse fraudulent or deceptive practices and any other practice likely to mislead the consumer;
- respect food safety and ensure the protection of consumer health.

7. Operational practices

7.1 The whistleblowing system and data confidentiality
The Casillo Group encourages all employees - of any position and grade - to report any violations of this Policy and, for Companies that have adopted an Organisational Model and a Code of Ethics, to report all conduct that violates the documents in question and which is therefore expressly condemned by the Casillo Group. To this end, the use of the following communication channel is encouraged:

This email address is being protected from spambots. You need JavaScript enabled to view it.

Suspicions of potential offences or irregularities can therefore be communicated via the aforementioned email address, an account that can be viewed respectively by the Head of Internal Auditing and the Head of the Legal and Corporate Department. This Policy is not intended to question the financial or corporate decisions legitimately taken by the Administrative Bodies and by the management, nor should it be used to reconsider issues that have already been addressed in the context of complaints, disciplinary proceedings or other procedures. The whistleblowing reports received, as well as the identity of the whistleblower, will be treated as confidentially as possible.

7.2 Whistleblowing instructions
The following general and prudential instructions must be observed when making whistleblowing reports: • report reasonably and in good faith, taking care to ensure, as far as possible, the accuracy and detail of the information communicated.. In particular, personnel must immediately report any improper request made, directly or indirectly, by a public official and/or a private individual to obtain payments, gifts, travel, meals and hospitality or expenses, investment opportunities, personal discounts or other personal benefits in favour of the public official or a relative or a person named by them, as well as if such requests are made in the interest of a manager or employee of a business partner. For Group companies that have an Organisational Model pursuant to Legislative Decree no. 231/01, the personnel may also report violations of this Policy using the channels and tools provided under the Organizational Models adopted by the individual Group companies. The Casillo Group recognises that the decision to report may require a delicate approach and ensures that whistleblowers are protected from retaliation. Provided that the report is made reasonably and in good faith, the whistleblowing employee will be supported even of the outcome of the verifications proves it to be unfounded. The Casillo Group ensures that - in light of the foregoing - the whistleblower will not be the subject of any retaliation or other prejudicial measures due to or resulting from the report made. The Group guarantees the anonymity of the whistleblower and reserves the right to take appropriate action against anyone who may take or threaten to take retaliatory action against individuals who have submitted whistleblowing reports under this Policy in good faith. However, if the whistleblowing employee abuses the tools offered by this Policy or makes maliciously false accusations, appropriate measures will be taken against them in compliance with current legislation.

7.3 Confidentiality and anonymity
The Casillo Group will treat all whistleblowing reports made in the context of this Policy confidentially and sensitively.

7.4 Follow up delle segnalazioni
The Head of the Group's Internal Audit Department - in agreement with the Head of the Legal and Corporate Department - will examine each whistleblowing report received in the dedicated email box and will take the following steps:
• consult the Supervisory Body regarding the conduct of companies that have adopted an organisational model;
• involve an expert in the subject matter where necessary;
• investigate the report and interview the reporter.
The results of the assessment - whether positive or negative - will be communicated to the Chairman of the SB, if one exists, and to the Chairman of the BoD and/or Chief Executive Officer and/or Sole Director, as well as to the Control Body of the reference Company. Reports against any member of the Board of Directors and those relating to members of the Supervisory Body must be sent, respectively, to the Chairman of the Supervisory Body (in the case of reports to Directors) and to the Chairman of the BoD and/or Chief Executive Officer and/or Sole Director (in the case of reporting to members of the Supervisory Body). In any case, reports of this kind must be sent to the Supervisory Body, if one exists.