Policy Whistleblowing

Procedure for reporting unlawful conduct, irregularities, harassment, abuse, violence, and mobbing

1. Legislative source and nature of the institution

The introduction into national law of adequate protection for employees (public and private) who report unlawful conduct within the workplace is provided for in international conventions (UN, OECD, Council of Europe), ratified by Italy, as well as in recommendations of the Parliamentary Assembly of the Council of Europe, sometimes in a binding manner, other times in the form of an invitation to comply.

In response to these requests, Article 54-bis of Legislative Decree 165/20011, entitled "Protection of employees who report unlawful conduct," has introduced into our legal system a regulation to facilitate the emergence of unlawful conduct, known in Anglo-Saxon countries as whistleblowing. The term whistleblower refers to an employee of an organization or administration who reports to the bodies authorized to intervene violations or irregularities committed against the public interest and the administration to which they belong. The term "whistleblowing policy" refers to the set of reporting procedures and the actions envisaged to protect employees who report unlawful acts and irregularities. On December 29, 2017, Law 179/2017, containing "Provisions for the protection of those who report crimes or irregularities of which they have become aware in the context of a public or private employment relationship," came into force. Pursuant to Article 1, this law amended Article 179/2017. 54-bis cited above and, at the same time, introduced a new provision in the private sector in Legislative Decree 231/2001 – which regulates the Organization and Management Model and, in general, the administrative liability of the entity for criminal offenses – regarding the submission and management of reports1.

Therefore, in compliance with the new paragraph 2-bis, art. 6, Legislative Decree 231/2001, several channels are established which, for the purposes of protecting the entity, allow detailed reports of conduct constituting crimes or violations of Model 231. These reporting channels also guarantee the confidentiality of the identity of the whistleblower.

In any case, this procedure is not limited to regulating reports from the persons referred to in art. 5 letter. a) and b) Legislative Decree 231/2001, but all reports of illicit conduct, even from COLLABORATORS or OTHER PARTIES contractually linked to ROMA FINE FOODS S.r.l.. 1 Art. 2 L. 179/2017: “In Article 6 of Legislative Decree 8 June 2001, n. 231, after paragraph 2 the following are inserted: «2-bis. The forms referred to in letter a) of paragraph 1 provide for: a) one or more channels that allow the subjects indicated in Article 5, paragraph 1, letters a) and b), to present, in order to protect the integrity of the entity, detailed reports of illicit conduct, relevant pursuant to this decree and based on precise and consistent factual elements, or violations of the organization and management model of the entity, of which they have become aware by virtue of the functions performed; these channels guarantee the confidentiality of the whistleblower's identity in the reporting process; b) at least one alternative reporting channel suitable for ensuring, through electronic means, the confidentiality of the whistleblower's identity; c) the prohibition of retaliatory or discriminatory acts, direct or indirect, against the whistleblower for reasons directly or indirectly related to the report; d) in the disciplinary system adopted pursuant to paragraph 2, letter e), sanctions against those who violate the whistleblower's protection measures, as well as those who make reports with intent or gross negligence that prove to be unfounded. 2-ter. The adoption of discriminatory measures against individuals who make the reports referred to in paragraph 2-bis may be reported to the National Labor Inspectorate, for the measures within its jurisdiction, not only by the whistleblower but also by the trade union indicated by the whistleblower.

This procedure also refers to UNI/PdR 125:2022 for gender equality, according to which there must be representatives and practices within the Organization company policies to protect the working environment, with particular reference to incidents of harassment, violence or mobbing. For this reason, the procedure is named "Whistleblowing Policy and UNI/PdR 125:2022".

2. Recipients

The recipients of this Policy are: COMPANY REPRESENTATIVES, EMPLOYEES and COLLABORATORS, people who, although not belonging to ROMA FINE FOODS S.r.l., operate on behalf of or in the interest of the same in Italy and abroad.

COMPANY REPRESENTATIVES: the President and the members of the Board of Directors of ROMA FINE FOODS S.r.l., possibly established pursuant to art. 2380 of the Italian Civil Code or the lawsspecial functions, as well as any other person in a senior position pursuant to the DECREE, meaning any person who holds representative, administrative or management roles at ROMA FINE FOODS S.r.l.;

EMPLOYEES: persons who have an employment relationship with the Entity, of any level or nature, including fixed-term workers, including those with an entry-level or apprenticeship or part-time contract, as well as workers on secondment or under quasi-subordinate employment contracts (temporary agency work);

COLLABORATORS: persons who have with the Entity: (i) project-based employment relationships; (ii) agency relationships and other relationships that result in a coordinated and continuous provision of work, predominantly personal, of a non-subordinate nature; (iii) occasional collaboration relationships (e.g., consultancy), as well as individuals subject to the management or supervision of a COMPANY REPRESENTATIVE even if they are not EMPLOYEES;

For reports by COLLABORATORS and other third parties (agents, suppliers, consultants, and contractual partners), a specific provision and regulation clause must be included in contracts with ROMA FINE FOODS S.r.l..

2-quater. Retaliatory or discriminatory dismissal of the reporting party is void. Changes in duties pursuant to Article 2103 of the Civil Code, as well as any other retaliatory or discriminatory measures adopted against the reporting party, are also void. In the event of disputes related to the imposition of disciplinary sanctions, or demotions, dismissals, transfers, or the reporting party's subjection to other organizational measures having a direct or indirect negative effect on working conditions, subsequent to the reporting of the report, the employer is responsible for demonstrating that such measures are based on reasons unrelated to the report itself.

3. Implementation and training methods

This procedure is sent via email to all ROMA FINE FOODS S.r.l. staff and is immediately applicable. The procedure will be posted on the designated "staff communications" noticeboard and in the reporting box, so as to become a constant reference point in company activities. For the purposes of implementing the procedure, ROMA FINE FOODS S.r.l. provides its employees with training and awareness-raising activities, urging them to report any potential wrongdoing they have suffered with due seriousness. On this occasion, staff will be informed of the identity of the person responsible for managing and supervising reports and the designated location for such reports. Both training and information for staff are managed by the person designated by the board of directors as the person responsible for managing and supervising reports.

COLLABORATORS will be duly informed of the existence of this procedure, through paper delivery or by email (both with acknowledgement of receipt), depending on the type of contractual relationship with ROMA FINE FOODS S.r.l. Furthermore, ROMA FINE FOODS S.r.l will use its website and social media channels (e.g., LinkedIn) to inform customers and stakeholders of this implementation.

4. Purpose and scope of application

The objective of this procedure is to describe and regulate the process for reporting violations of unlawful conduct, irregularities, abuse, harassment, violence, and mobbing, providing the whistleblower with clear operational instructions regarding the subject, content, recipients and methods of transmission of reports, as well as the forms of protection that are established by ROMA FINE FOODS S.r.l. in compliance with regulatory provisions. This procedure also aims to regulate the methods of ascertaining the validity and validity of reports and, consequently, to undertake appropriate corrective and disciplinary actions to protect ROMA FINE FOODS S.r.l..

5. Reports

5.1 Subject of reports

Conduct or suspected illicit conduct that does not comply with the CODE OF ETHICS, UNI/PdR 125:2022 and the internal procedures of ROMA FINE FOODS S.r.l., of which one becomes aware during and/or due to the performance of work duties or by reason of the employment/collaboration relationship, must be reported. Reports taken into consideration will only be those regarding facts encountered directly by the reporting, not based on current rumors; furthermore, the report must not concern complaints of a personal nature. The reporting person must NOT use the reporting form for purely personal purposes, forclaims or retaliation, which, if anything, fall within the more general discipline of the employment/collaboration relationship or of relationships with the hierarchical superior or with colleagues, for which it is necessary to refer to the procedures within the jurisdiction of the company structures. Since there is no exhaustive list of crimes or irregularities that can be reported, reports relating to behaviors, crimes or irregularities to the detriment of ROMA FINE FOODS S.r.l. are also considered relevant. By way of example, the report may concern actions or omissions, committed or attempted:

• criminally relevant;
• carried out in violation of the CODE OF ETHICS, UNI/PdR 125:2022 and other internal procedures or company provisions subject to disciplinary action;
• likely to cause damage to the reputation of ROMA FINE FOODS S.r.l.;
• likely to cause damage to the health or safety of employees, citizens or users, or to cause damage to the environment;
• likely to cause damage to employees, users or other persons carrying out their activities at ROMA FINE FOODS S.r.l..
• likely to cause physical, psychological and/or moral harm to employees, citizens or users who carry out their activities at ROMA FINE FOODS S.r.l..

5.2 Content of the report

Reports must be detailed and based on precise and consistent elements, concern verifiable facts known directly to the person making the report, and must contain all the information necessary to unequivocally identify the perpetrators of the unlawful conduct. The reporting person is therefore required to indicate all the elements useful for ascertaining the validity of the reported facts in order to allow the appropriate checks referred to in the following paragraph (see below; subsection 8) to verify the subject of the report.

An essential requirement for the acceptance of non-anonymous reports is the presence of elements that allow the identity of the reporting person to be verified. In particular, as provided for in the FORM FOR REPORTING ILLEGAL CONDUCT AND IRREGULARITIES attached to this procedure (Annex A – Form for reporting illicit conduct and irregularities) and available on the company website www.romafinefoods.com, the report must contain:

• The personal details of the person making the report, indicating their qualification or professional position (name, surname, email and telephone number are considered optional where there are sufficient elements to identify the fact);
• A clear and complete description of the facts being reported and the methods by which they were learned;
• The date or period in which the fact occurred;
• The place where the event occurred (if not included among those listed, it is necessary to specify the precise place where it occurred)
• The name and role (qualification, professional position or service in which the activity is carried out) that allow the identification of the person(s) who carried out the reported events;
• The indication of the names and roles of any other persons who can report on the events being reported;
• The indication of any documents that can confirm the validity of the reported events;
• Any other information that can provide useful confirmation regarding the existence of the reported events;
• Date of reporting and signature (optional in the case of anonymous, well-founded and detailed reports)

By downloading the Form for reporting unlawful conduct and irregularities in Annex A attached to this procedure, the reporting party declares that he/she has read the Privacy Policy in Annex B attached to this procedure and also available on the company website www.romafinefoods.com

Anonymous reports are accepted only if they are adequately detailed and capable of highlighting specific facts and situations. They will be taken into consideration only if they do not appear prima facie irrelevant, unfounded, or unsubstantiated. The requirement of the truthfulness of the reported facts or situations remains unchanged, for the protection of the reported party.

6. Recipient and method of reporting

The person responsible for receiving and examining reports is Ms. Maria Gabriella Bianchi (Administrative Manager and HR Manager), who has been adequately trained and appointed as Report Management and Supervision Manager by the Board of Directors of ROMA FINE FOODS SRL.

In compliance with art. 2 of Law 179/2017, ROMA FINE FOODS S.r.l. establishes dedicated communication channels, suitable for protecting the identity of the whistleblower. The report must besent via the internal mail service, by physically depositing the reports in a sealed envelope, marked "confidential/personal", in the "Report Box" reporting box.

The Report Management and Supervision Manager checks the contents of the box once a week and, where necessary, takes appropriate action. As the Report Management and Supervision Manager, he or she reads each report and guarantees the confidentiality of the reporter and the information received. If the reports are deemed serious, the Manager himself or herself may decide whether to request the support of a psychologist, other appropriately trained professionals, or the Competent Authorities.

7. Confidentiality and prohibition of retaliation

It is the duty of the Report Management and Supervision Manager to guarantee the confidentiality of the reporting party from the moment the report is received, even in cases where it is subsequently revealed to be incorrect or unfounded. Failure to comply with this obligation constitutes a violation of the procedure and, consequently, of the ROMA FINE FOODS S.r.l. Reporting Form.

All reports received are archived by the Report Management and Supervision Manager, who protects the confidentiality of the reporting party. The report and the attached documentation cannot be viewed or copied by requesters.

With the exception of cases in which liability for defamation and libel arises pursuant to the provisions of the Criminal Code or Article 2043 of the Italian Civil Code, as well as cases in which anonymity is not legally enforceable (such as, for example, criminal, tax, or administrative investigations, inspections by supervisory bodies), the identity of the reporting party is protected at every stage following the report; Therefore, subject to the exceptions mentioned above, the identity of the whistleblower cannot be revealed without his or her express consent.

With specific regard to the scope of disciplinary proceedings, the identity of the whistleblower may be revealed to the head of the corporate function in charge of disciplinary proceedings and/or to the accused only in cases where:

• The whistleblower has given his or her express consent;
• That is, the challenge to the disciplinary charge is based solely on the report, and knowledge of the whistleblower's identity is absolutely essential to the accused's defense, as requested and justified by the latter in writing. In such circumstances, it is up to the head of the corporate function in charge of disciplinary proceedings to evaluate the interested party's request and whether knowledge of the whistleblower's name is absolutely essential for the defense. If the complaint is deemed to be well-founded, the function manager must submit a reasoned request to the Head of Reporting Management and Supervision, containing a clear and precise explanation of the reasons why it is essential to know the identity of the whistleblower.

The head of the disciplinary proceedings function (human resources) has the same duties of conduct, aimed at maintaining the confidentiality of the whistleblower, as the Head of Reporting Management and Supervision. Since both roles, in this specific case, are held by the same person, the latter is already aware of the confidentiality principles to be respected. If the report is forwarded to other structures/bodies/third parties for investigative purposes, only the content of the report must be forwarded, removing all references from which it is possible to trace, even indirectly, the identity of the whistleblower.

Any form of retaliation or discriminatory measure, direct or indirect, regarding working conditions for reasons directly or indirectly related to the complaint is neither permitted nor tolerated against the whistleblower. Discriminatory measures include unjustified disciplinary action, unjustified demotions, workplace harassment, and any other form of retaliation that results in uncomfortable or intolerable working conditions.

Anyone who believes they have suffered discrimination for reporting an offense or irregularity must inform the Reporting Manager in detail. If the findings are positive, the Reporting Manager will report the alleged discrimination to the relevant departments, functions, or bodies. The whistleblower's protection will also be supported by effective awareness-raising and communication efforts among employees regarding their rights and obligations regarding disclosure of unlawful actions. It is understood that ROMA FINE FOODS S.p.A.r.l. may take appropriate disciplinary and legal measures, including to protect its rights, assets, and image.

8. Verification of the validity of the report

The management and verification of the validity of the circumstances described in the report are entrusted to the Report Management and Supervision Manager, who acts in compliance with the principles of impartiality and confidentiality, carrying out any activity deemed appropriate, including personally interviewing the reporting person and any other persons who may report on the facts.

The Report Management and Supervision Manager directly carries out all activities aimed at ascertaining the facts reported. He or she may also avail of the support and collaboration of company structures and functions when, due to the nature and complexity of the checks, their involvement is necessary; as well as external consultants.

During the investigation of the report, the right to confidentiality and respect for the anonymity of the whistleblower are safeguarded, unless this is not possible due to the nature of the investigations to be conducted. In which case, those who intervene to support the Reporting Manager and Supervisor are subject to the same duties of conduct, aimed at protecting the whistleblower's confidentiality.

To assess the validity of the report, the Reporting Manager (also being the Human Resources Manager) may verify the existence of other disciplinary proceedings (pending or concluded) against the individual against whom the report is made (reported), whether in the capacity of the whistleblower or the accused.

Following the investigation, the Reporting Manager will draw up a summary report of the investigations carried out and the evidence that has emerged, which will be shared, based on the results, with the competent company functions or structures, in order to ensure any intervention plans and the adoption of actions to protect ROMA FINE FOODS S.r.l.

The results of the investigation are also submitted to the Chief Executive Officer for any disciplinary procedures, without prejudice to the fact that the adoption of measures remains the responsibility of the functions responsible for this, which must be notified by the CEO. promptly and in any case in good time to initiate the necessary procedures.

If, following the verification activity, the report is found to be well-founded, the Report Management and Supervision Manager in relation to the nature of the ascertained violation - in addition to sharing the findings with the functions, bodies and structures indicated above - may file a complaint with the Judicial Authority.

9. Sanctions System

Any forms of abuse of this procedure, such as reports found to be unfounded, made with intent or gross negligence, or those manifestly opportunistic and/or made for the sole purpose of harming the reported person or other individuals, and any other instance of improper use or intentional exploitation of this POLICY, will give rise to liability in disciplinary proceedings and in other competent bodies.

Disciplinary sanctions will be proportionate to the extent and severity of the unlawful conduct ascertained and may even lead to termination of the employment relationship, in compliance with the provisions of the law and the applicable CCNL regulations.

Any confirmed violations of the measures put in place to protect the whistleblower are also sanctioned.

DOWNLOAD ATTACHMENT A

By downloading this form, you declare that you have read the Privacy Policy in Attachment B.

The report can be submitted: via the internal mail service, by physically depositing the reports in a sealed envelope, marked "confidential/personal", in the "reporting box" established by the Reporting Management and Supervision Manager.

It should be noted that, in accordance with the provisions of the company procedure "Whistleblowing Policy and UNI/PdR 125:2022”, in the event that consent is not given, the right to confidentiality may cease to exist if the following conditions exist at the same time:

• the disciplinary proceedings initiated against the reported person are based solely on the report;
• knowledge of the identity of the whistleblower is absolutely essential for the exercise of the reported person's right of defense in the disciplinary proceedings.

Procedure for reporting violationsWhistleblowing and UNI/PdR 125:2022

Article 54bis of Legislative Decree 30 March 2001, n. 165, introduced by the Anti-Corruption Law n. 190/2012 and then amended by Law n. 179/2017, introduces the "Provisions for the protection of those who report crimes or irregularities of which they have become aware in the context of a public or private employment relationship", the so-called whistleblowing. In particular, paragraph 5 establishes that whistleblowing procedures must have precise characteristics. Furthermore, also according to UNI/PdR 125:2022 for gender equality, there must be, within the Organization, representatives and company practices to protect the working environment, with particular reference to episodes of harassment, violence or mobbing.

The characteristics of this reporting method are as follows:

• The report is made by completing a questionnaire and can be sent anonymously. If anonymous, it will be taken into consideration only if adequately detailed;
• The report is received by the Reporting and Supervision Manager and handled by him/her while maintaining the duty of confidentiality towards the reporter;
• Anonymity is guaranteed under all circumstances.

It is possible to complete the attached reporting form and send it in a double sealed envelope to the protocol office, which will forward it, sealed, to the Anti-Corruption Prevention Manager. The report must be placed in a sealed envelope marked "confidential/personal" on the outside. The Reporting and Supervision Manager will take care to read and store the envelope in a confidential and protected environment. As the Reporting and Supervision Manager, he/she reads each report and guarantees the confidentiality of the reporter and the information received. Reports must be detailed and based on precise and consistent evidence, concern verifiable facts known directly to the reporter, and must contain all the information necessary to unequivocally identify the perpetrators of the unlawful conduct. The reporter is therefore required to provide all the information needed to establish the validity of the reported facts, in order to allow for the appropriate checks referred to in the following paragraph (see below; subsection 8) to verify the reported facts.