CODE OF ETHICS

Implementing Legislative Decree no. 231 of 8 June 2001, regulating the administrative liability of legal entities, companies, and associations, including those without legal personality, pursuant to art. 11 of Law no. 300 of 29 September 2000.

Approved by the Board of Directors on 30/05/2022

1. Who we are and what we do

Balich Wonder Studio (hereinafter also “Group” o “BWS”, composed of the “Companies of the Group”) operates in live entertainment & communication sector, designing, producing and delivering global largescale events, major shows and live experiences: from Olympic ceremonies to national celebrations, from permanent shows to the conception, design and production of entertainment icons. Balich Wonder Studio S.p.A. (hereinafter also “Company” or “Holding”) was founded in 2013, thanks to the experience of 3 partners with more than 20 years of experience in show business: Marco Balich, Gianmaria Serra and Simone Merico. In 2021 Carolina Dotti and Valentina Saluzzi also became partners.

The objective of the Group, which operates globally by spectacularizing the uniqueness of the different cultures it represents, is to develop a unique international creative offer by combining the experiences and peculiarities of each subsidiary company. The Group’s mission is to celebrate values and communicate clear messages through the work of the best creative and technological talents, thanks to a unique and high-level production know-how and a recognizable style that leaves behind a legacy of images and emotions.

2. What is the Code of Ethics

The Code of Ethics (hereinafter also the “Code”) is a document that aims to define, formalize, and share the set of ethical values that inspire the Group, as well as the standards of conduct to be respected, representing an essential tool of corporate ethics: its observance by the Addressees is an essential element to ensure the proper functioning, reliability, and reputation of the Group itself.

The Code is an integral part of the Model of Organization, Management and Control adopted by the Holding (hereinafter also “Model” or “Model 231“), aimed at the prevention of criminally relevant conducts, pursuant to Legislative Decree 231/2001 and related regulations. The drafting of a Code of Ethics contributes to put in place an effective activity of prevention, detection, and fight against the infringements of laws and regulations applicable to the business sector of the Holding, whose demonstration may contribute to exempt the Company itself from liability for the commission of such crimes.

The purpose of drafting and dissemination of the Code of Ethics is to share the values contained therein with the entire Group personnel and with third parties interacting in various capacities with the Companies of the Group, so that standards of conduct are identified and spread as a point of reference and comparison for any action taken and decision made by those working with and within the Companies of the Group, regardless of their role and hierarchical position. BWS and the Companies of the Group undertake to respect and enforce the Code within the organization and demand their suppliers to share the values contained therein.

3. Addressees

The principles and contents of the Code of Ethics of BWS must guide the behaviour of employees, including managers, collaborators (regardless of the nature of the contractual relationship that binds them to one of the Companies of the Group), directors and auditors, suppliers, contractors, customers and in general all other stakeholders of the Group (hereinafter referred to, in aggregate, as “Addressees“) to ensure the proper functioning, reliability and integrity of the Group itself and of its business model.

Each Addressee is personally required to comply with the provisions of the Code but is also subject to a stepby-step responsibility on the verification of compliance with the same principles by their collaborators, in view of their role within the company structure.

Compliance with these provisions is an essential element of the proper fulfilment of job and professional performance, as they constitute obligations of diligence, loyalty, and impartiality for all Addressees: their violation will therefore constitute a breach of contract, which may give rise to all the typical consequences, as reported in paragraph 11.3.

Anyone among the Addressees who becomes aware of a violation of the law, of the provisions of the Code of Ethics or of other Group or Company provisions, is required to promptly report the information in their possession to the Supervisory Body, through the channels indicated in the specific section of the present Code (par. 11.2).

4. Territorial scope

The Code is valid both in Italy and abroad, in compliance with the adaptations that may be necessary or appropriate in the countries in which the Holding operates directly, as well as in the countries in which the subsidiaries of BWS are based. In the event that even only one of the provisions contained in the Code should conflict with the provisions foreseen in the internal regulations or procedures, the former shall prevail over the latter.

5. Our values

Any action carried out by any Company of the Group shall comply with the fundamental values which follow, to be applied in the relationship with each Addressee, with a view to ensuring a responsible and transparent management of its activities and to ensure the functioning of its corporate governance system.

6. Principles underlying relations with stakeholders

The conduct of all subjects that maintain relationships with BWS, whether internal or external to the Company structure, must be based on the respect of the fundamental values and principles of the present Code of Ethics. While some values and principles are applicable to all the stakeholders of the Group, others are aimed at ensuring the proper management of relations between BWS and a specific category of Addressee. The following paragraphs are aimed at defining the absolute principles that the Group and the Companies of the Group applies to all stakeholders, and which, conversely, they require to be applied by all Addresses, as well as the duties and prohibitions aimed at specific categories of stakeholders.

6.1 Protection of copyright and industrial property rights

In carrying out its activity, BWS considers it essential to ensure the originality of its shows, created through the work of the best creative and technological talents, thanks to a unique and high-level production knowhow. For this reason, it operates by avoiding any violation of copyright or industrial property rights belonging to third parties, condemning any possible form of counterfeiting or usurpation of instruments or signs of authentication, certification or recognition, trademarks, distinctive signs, patents, designs or models, and calling on all those who work in the interest of the Group to comply with all existing regulations for their protection.

The Group also condemns the reproduction of software, photos, images, musical pieces, or audio-visual compositions, or works in any case protected by the copyright of others outside the licence agreements previously reached.

6.2 Management of confidential information and protection of personal data

BWS is committed to guarantee the confidentiality of privileged information and the protection of personal data in its possession, in accordance with the provisions of the law and the contractual provisions between the parties concerned. Employees, including top management, members of corporate bodies, external collaborators, suppliers and all relevant third parties, are contractually bound to maintain the strictest confidentiality with regard to the information and data acquired and processed within the framework of their working relationship or collaboration with the Group and the Companies of the Group.

Personal data and confidential information made available to BWS will not be used for purposes not connected to the exercise of its professional activity or in a way that exceeds the limits of what has been agreed upon. Communication and disclosure of personal data and confidential information both inside and outside the Companies are therefore forbidden, unless in compliance with the regulations in force and Company procedures, as well as with what has been contractually agreed.

6.3 Information Security

BWS guarantees a high level of security in the selection and use of its information technology systems intended for the processing of personal data and the management of confidential information and adopts all the most suitable security measures to ensure full protection of such data, in compliance with the provisions of the applicable laws. BWS believes that this is essential to protect the information in its possession, as well as vital for an effective development of the Group’s business policies and strategies.

6.4 Prevention and management of conflict of interest

In carrying out its activities, BWS endeavours to prevent the occurrence of any situation of conflict of interest, real or even only potential, ensuring the separation of decision-making, accounting, and control roles, carrying out preliminary checks on the suitability of persons intended to hold specific positions, etc. However, it is possible that such a conflict may arise: BWS requires that anyone who finds themselves in such a situation promptly reports it to the Human Resources Department, in accordance with the provisions of the corporate operating procedures in force.

6.5 Competition, free competition and prohibition of corrupt practices

BWS acknowledges the fundamental importance of a competitive market and, in compliance with national and European regulations on antitrust, with the guidelines and directives of the Antitrust Authority (Autorità Garante della Concorrenza e del Mercato) it does not behave or sign agreements with other companies that may negatively influence the competition among the various operators of the market of reference.

In particular, the Group and the Addressees shall avoid practices (creation of cartels, sharing of markets, limitations to production or sales, conditional agreements, etc.) that result in the violation of competition laws, as well as other conducts that may result in a distortion of competition in the acquisition of goods and services, for example through the bribery of public and private contractual counterparties.

BWS adopts principles of conduct inspired by the fight against any type of bribery in the interaction with its stakeholders, whether they belong to the Public Administration or are private parties: this is concretized, from the operational point of view and merely by way of example, in the prohibition to accept or offer any form of benefit or gift that may be intended as a mean to influence the independence of judgment and conduct of the parties involved. These provisions cannot be circumvented by resorting to different forms of contribution which, in the form of sponsorships, appointments and consultancies, advertising, or other means, pursue the same corruptive purposes.

Exceptions to such prohibition are gifts and entertainment expenses, as long in common use in the context, made within the limits of modest value provided for by a specific internal procedure, adequately documented and motivated, and in any case such as not to compromise the integrity and ethical-professional correctness of the parties involved.

Finally, all Addressees shall refrain from putting undue pressure, threats, acts of violence, artifices, fraudulent means or in any case conduct that may prevent or disturb, in any way, the performance of the commercial and entrepreneurial activities of others or the free exercise of competition on the market.

7. Principles underlying relations with personnel

7.1 What we ensure to our resources

In every phase of the relationship with its human resources, from the selection to the termination of the same, BWS ensures compliance with the fundamental principles listed below.

7.1.1 Non-discrimination and respect for diversity

BWS acknowledges the value of its human resources and the importance of their role in achieving the Companies’ objectives. In order to ensure the best working conditions, BWS undertakes to ensure that its employees and collaborators enjoy a healthy professional environment, fighting and condemning any kind of discrimination, physical or psychological violence, harassment and in general any conduct detrimental to the dignity of the person.

This objective is pursued, in the context of relations with personnel, right from the research and selection phase: the Companies of the Group carry out the recruiting process fairly, assessing exclusively the professional background of the candidates, their previous working experience and their suitability for the open position, without discriminating them in any way for their ethnic or racial origin, gender, sexual orientation, religious beliefs or any other personal aspect that does not affect the capacity to fill the position sought. BWS also adopts all appropriate measures to avoid favouritism, nepotism, or other forms of patronage in the research and selection of personnel.

BWS team is made up of people of many nationalities and with different characteristics: BWS values talent in all its forms, believing that cultural and personal diversity can add value and help the Group achieve its goals. The cultural inclusiveness that characterizes BWS is also an indispensable element in the optimal analysis of the traditions and history of each Country that the Group infuses into its shows. To ensure that an open, cooperative and dynamic environment is built and maintained at all times, BWS promotes the so-called Open-Door Culture, encouraging its employees to express their professional opinions and feedback to the Heads of Organizational Areas and Directors.

7.1.2 Formalisation of the employment relationship and remuneration policies

BWS formalizes the relationships with its employees and collaborators through regular contracts, refusing any practice of undeclared work or circumvention of the provisions in force, including the employment of personnel not in compliance with the provisions of immigration legislation. The Group assures a fair remuneration to its staff; the career progress within BWS is ensured in compliance with the principle of meritocracy and rewards the excellence of our people through incentive plans based on objectives.

7.1.3 Training and engagement

For the entire duration of the employment relationship, BWS is committed to promoting the well-being of each resource, thanks to team building initiatives to build a healthy and inclusive work environment and to ensure staff engagement. The Group also cares about the professional growth and skills of its employees, for which it invests through organized training activities.

7.1.4 Balance between professional and personal life

BWS believes it is essential to ensure respect for the personal lives of its employees and collaborators and it is committed to providing the means to guarantee a balance between private and family life and work life, adopting smart working and flexibility policies that allow the needs of the Companies to be balanced with those of the workers.

7.1.5 Health and safety at work

In addition to ensuring a safe environment from the relational point of view, BWS undertakes to guarantee that the working environments – in which its staff performs its work – are suitable to safeguard health, safety and integrity of employees and collaborators, in compliance with the laws and regulations in force (including, in particular, Legislative Decree 81/08, “Testo Unico sulla Sicurezza”). The Group guarantees the identification and creation of functions with all technical skills and powers necessary for the verification, assessment, management, and control of the risk.

7.2 What we ask our resources

BWS demands all its staff, regardless of the specific nature of the underlying professional relationship, to comply with the obligations provided for by the Code of Ethics – which are essential elements of the job performance. The conduct of employees and collaborators must therefore be based on the observance of the law and of the values of the Group, and in particular inspired by the following principles, avoiding behaviours that may create an intimidating atmosphere and contributing to maintain a working environment respectful of the dignity of all the personnel, as well as clean and tidy.

7.2.1 Respect for diversity and cultures

BWS Team is heterogeneous and multicultural, and the Group’s Clients are spread all over the world: it is therefore essential that all employees and collaborators interact in an appropriate and respectful manner in managing internal relationships and relationships with clients, collaborators or any third parties from other countries or of different cultural traditions, throughout the duration of the relationship and especially during travels. This includes, but is not limited to, a dress code appropriate to the situation and location.

BWS also requires all employees and collaborators to comply with the instructions provided in the Travel Welcome Kits.

7.2.2 Compliance with internal information security policies

BWS drew up procedures and policies, applicable in some cases to all personnel and in others exclusively to personnel belonging to specific areas. Each employee and collaborator undertake to comply with those applicable to their professional role, as well as with those applicable to the entire corporate population.

Among the latter, the Policy on the use of the Company’s IT tools is of particular importance: this document, indicates the correct behaviour to be kept in the use of the Company’s assets (hardware and software), explains the forbidden ones that could damage the information assets of BWS and makes each employee and collaborator responsible for the security of the systems and assets used. For this reason, in consideration of the risks to which each Company of the Group would be exposed in case of non-compliance with the operating instructions given to the personnel, the compliant use of the IT instruments and of the computer or telematic services assigned by the Company is to be considered of primary importance.

It is in any case forbidden for employees, managers, consultants, and collaborators of each Company of the Group to alter the operation of any computer or telematic system of the Public Administration or manipulate the data contained therein, regardless of the purpose pursued.

7.2.3 Prohibition of competition and negative advertising

It is forbidden for all employees and collaborators to entertain relations or provide information to other companies that may cause damage or prejudice to BWS. Moreover, a contractual non-competition clause is imposed on the subjects who hold certain positions, which prohibits them from providing consultancy, opinions, collaboration to operators in the same sector of the Company – including activities carried out free of charge – unless expressly authorised by the Company to which they belong.

In specific cases, BWS consented to the performance of such activities by its own employees or collaborators – following an assessment that excluded the incompatibility of the further assignment with the one already entrusted by the Company of the Group.

8. Principles underlying relations with suppliers

8.1 Selection of suppliers

The selection of suppliers and the definition of the conditions of purchase of goods and services for BWS are led by values and parameters of competition, objectivity, correctness, honourableness, ethics, respectability and reputation, impartiality, fairness in price, quality of the goods and/or service, and are carried out by carefully assessing the guarantees given by potential suppliers and the overall panorama of offers. The existence of these requirements will be verified before the establishment of the contractual relationship with each supplier and subsequently, during the course of the contractual relationship.

The selection process is based on the search for the maximum advantage in terms of competitive results for the Group and is carried out impartially towards each supplier in possession of the necessary requirements. BWS will evaluate only those suppliers who, in compliance with the provisions and regulations adopted by the relevant Companies of the Group, ensure compliance with the provisions in force on health and safety at work and employ only personnel in compliance with the regulations on immigration.

A further essential condition to proceed with the evaluation of a potential supplier is the willingness of the same to adhere to the contents of the Code of Ethics, as well as its compliance with the regulations in force – with particular regard to Legislative Decree 231/2001. BWS demands that, during the pre-contractual negotiation phases, potential suppliers act in accordance with the principles of transparency, fairness, and good faith. The Group reserves the right to carry out all appropriate checks on the truthfulness and completeness of the information shared by the supplier during the negotiations.

8.2 Contractual relationship with suppliers

The conclusion of a contract with a supplier must always be based on transparency, professionalism, and maximum collaboration, avoiding, where possible, the assumption of contractual obligations that involve forms of mutual dependence. The products and/or services supplied must be the result of concrete Company needs, justified, and illustrated in writing by the respective managers responsible for making the spending commitment, within the limits of the available budget.

By entering into the contract, the supplier undertakes to adhere to the principles of the present Code of Ethics and to comply with its provisions in the performance of its services, with particular reference to, but not limited to, compliance with laws protecting industrial and intellectual property, consumer protection laws, free competition and market laws, and laws against bribery, money laundering and organized crime. Any violation of the contents of the Code will constitute breach of contract and may lead to all appropriate consequences, including compensation for any damages suffered by the Group and of the Companies of the Group.

At the end of the relationship and, in any case, before proceeding to the payment of the relative invoice, BWS will proceed with the verification of the quality, congruity and timeliness of the service received, as well as the fulfilment of all the obligations assumed by the supplier, also complying with the requirements of tax regulations.

9. Contractual relationship with Clients

BWS shares with prospect customers comprehensive, true, and accurate information about its services, and is committed to providing them in line with the standards of excellence proposed, so as to ensure informed choices and promote maximum customer satisfaction. Relations with customers are managed according to principles of collaboration, availability, professionalism, and transparency, respecting the confidentiality of information and the protection of personal data, to lay the foundations for a solid and lasting relationship of mutual trust. For the entire duration of the agreement, the Company ensures the traceability of the activities carried out and in progress, guaranteeing the possibility of constant monitoring of their update.

In order to ensure compliance with the proposed standards, BWS assess the perceived quality and full compliance of its services with the provisions of the standards proposed and with its own commercial communications, also giving timely feedback to any suggestion or request from its customers.

10. Principles underlying relations with the Public Administration

In order to ensure maximum fairness and transparency towards the Public Administration, relations with the latter are maintained exclusively through identified persons who do not experience any conflict of interest with the representatives of the institutions themselves and who can guarantee diligence and professionalism.

BWS ensures that the documentation to be transmitted to Public Bodies is drawn up so as to provide clear, accurate, complete, faithful, and truthful information and that the relationships with Public Officials are based on maximum transparency, collaboration, availability, in full respect of the institutional role and avoiding any behaviour that has the purpose, or even just the effect, of hindering the exercise of the functions of the PA.

In addition to ensuring full compliance with the outlined principles, BWS condemns any behaviour aimed at taking advantage from any type of contribution, financing, or other disbursement (from the State, the European Community or other national or foreign Public Body) by means of altered or falsified statements and/or documents, or omitted information or, more generally, through artifices or deception, including those made by means of a computer or telematic system, aimed at misleading the disbursing Body. The Group is also committed to the proper management of all loans, contributions and subsidy that have been granted and to transparent reporting of the activities carried out.

11. Implementation of the Code of Ethics: Control and sanctions

11.1 The Supervisory Board

The Board of Directors appointed the Supervisory Body of the Holding, responsible for the functioning, control, maintenance and updating of the Organizational Model, and of its constituent elements, including the Code of Ethics itself.

To ensure the correct exercise of the functions of the Supervisory Body, whose activities and functioning are governed by a specific and autonomous Regulation, the Supervisory Body shall have free access to all useful data and information of the Holding. It will be the duty of all Addressees to provide the utmost cooperation in facilitating the performance of the functions of the Supervisory Body, so that it can effectively promote the dissemination and knowledge of the Code and prevent or repress any violations thereof.

Interested parties may contact the Supervisory Board to request clarification on the contents and implementation of the Code, by e-mail at odv231@balichws.com.

11.2 Information obligations towards the Supervisory Body

Anyone who becomes aware of a violation by another party of the principles and contents provided for in the present Code, of the procedures and protocols of the Organisational, Management and Control Model or, in general, of the internal control system, is required to promptly report it to the Supervisory Board, in accordance with the procedures expressly indicated in the Organisational, management and control Model adopted by the Holding. The reports may be made on paper or by electronic means and must be collected and filed by the Supervisory Body.

11.3 Disciplinary sanctions and contractual remedies

The observance of the rules of the present Code of Ethics shall be considered an essential part of the fulfilment of contractual obligations with BWS, both as regards internal staff – as the provisions of the Code fall within the scope of applicability of Articles 2104 e 2105 of Italian Civil Code1 – and as regards external subjects, due to specific standard clauses provided for by the Company in all existing contracts.

The violation of the provisions of the present Code shall therefore be subject to the sanctions provided for by the law, the relevant CCNL (Contratto collettivo nazionale di lavoro, National Collective Labour Agreement) and the Disciplinary System adopted by the Company pursuant to Legislative Decree 231/2001, where the latter is applicable.

Any conduct carried out by collaborators and suppliers in contrast with the rules set down by the present Code may give rise to appropriate contractual remedies, including the immediate termination of the contractual relationship, in addition to any compensation for damages suffered.

12. Dissemination of the Code of Ethics

The present Code of Ethics is brought to the attention of all Addressees, through publication on the institutional website of BWS (www.balichwonderstudio.com). Should any doubts arise among the Addressees in relation to the application of the present Code, they must be promptly discussed with the top management in collaboration with the Supervisory Body.

BWS reminds all Addressees that in no case may acting to the advantage of the Company justify the adoption of conduct in conflict with the present Code.

It is therefore the duty of all Addressees to operate in application of and in compliance with the provisions of the Code, refraining from any conduct contrary to its contents.

13. Amendments and updates to the Code of Ethics

BWS ensures the periodic updating of its Code of Ethics, to align it with any regulatory, social, or organizational changes that may require amendments or additions. Should these be necessary, they will be made under the same conditions applied for its initial approval, or by resolution of the Board of Directors of the Company.

1. Article 2104 of the Italian Civil Code, concerning the diligence of the employee, is expressed in the following terms: “Workers must adopt the diligence required by the nature of the service to be performed, by the interests of the business and by the higher interest of national production. They must also observe the provisions for governing the performance and the rules of work as laid down by the employer and his collaborators below whom they stand in the hierarchical structure”. Article 2105 of the Italian Civil Code, concerning the duty of loyalty, states: “Employees shall not deal with business, on their own account or on behalf of third parties, in competition with the entrepreneur, nor shall they disclose information relating to the organisation and production methods of the company, or use it in such a way as to prejudice the latter”.