Code of Ethics of WAVE PHARMA S.R.L.

1. Foreword

The Code of Ethics of Wave Pharma S.r.l. identifies the company values and indicates the set of rights, obligations and responsibilities of everyone who, for any reason, operates at the Company or collaborates with it, such as shareholders and their representatives, members of the governing bodies, employees, advisers, agents, with each other and with external partners, customers, suppliers, the public administration, government employees and, more generally speaking, all outside parties that are linked to the company by a relationship of collaboration or an interest.

The Board of Directors of Wave Pharma S.r.l.is adopting this Code of Ethics to express a concept of the company in which the primary goal is to satisfy the expectations of interlocutors with it in the best possible way, aiming to achieve a high standard of professionalism and to prevent any behaviours that are in contrast not only with the currently applicable regulations, but also with the values that Wave Pharma S.r.l. holds dear.

This Code, which will also be applied at any subsidiaries of Wave Pharma S.r.l., forms an integral part of the “Organisation, management and control model” envisaged by Art. 6 of Italian Legislative Decree no. 231/2001 on the “Regulations governing administrative liability of legal persons”.

All collaborators of the company are required to comply with the Code of Ethics, without distinction, such as shareholders and their representatives, members of the governing bodies, employees, advisers and agents.

2. The values of Wave Pharma S.r.l.

• Protection of the health of consumers of its products.
• Protection of human dignity.
• Fairness and equality.
• Ethically correct conduct that complies with the law and is guided by a sense of duty.
• Sense of belonging to the Wave Pharma S.r.l. team, leaving aside personal issues and specific mindsets.
• Loyalty to the company and its interests, including medium-term ones.
• Confidentiality of information.
• Respect for the interests of every interlocutor.
• Protection of health, safety and the environment.

The Code of Ethics is applied to all company activities and is a point of reference for all company units and for all subsidiary companies.

Wave Pharma S.r.l. organises dissemination of the provisions contained in this Code, in order to ensure that anyone dealing with the company knows these standards, understands their content and scope and supports their application by internal collaborators.

3. Rules and standards of conduct

1. Guidelines of policies with collaborators

Wave Pharma S.r.l.

• undertakes to offer equal job opportunities, without distinctions based on race, religion, opinions, nationality, gender, physical conditions, age, social conditions;
• promotes and protects the health of its collaborators;
• arranges technical, professional, managerial and human training of its collaborators and expects them to have a proactive attitudes to these issues.

2. Guidelines for collaborators

• Basic principles

Collaborators are required to carry out the directives received when these are issued by a person who, in light of the organisational structure adopted, has the power to give them, in implementation of the provisions of the Code of Ethics.

Lawful conduct is an essential requisite for the company and for all its collaborators.

Each collaborator must know the legal implications of their own activities and this knowledge is an essential part of their technical professional skills.

The conduct of collaborators in relations with third parties must not only reflect the company policies concerned each time, but also comply fully with the provisions of these Code of Ethics.

The conduct of collaborators in internal relations must not only reflect the company policies, but also be based on the essential principles of collaboration, responsibility, transparency, professionalism and diligence of the hierarchical structure.

In the event that correspondence between the rules of professional diligence and of the law is not immediately clear, good judgement and common sense will be essential; each collaborator will consult with and receive advice and indications from their respective superiors, with the support of legal advisers where necessary.

• Conflict of interest

Collaborators must ensure that third parties are duly informed of the provisions of the Code of Ethics concerned each time, in order to ensure their conduct complies with them.

Collaborators must avoid situations that could create conflicts of interest, both actual and potential, between personal and company activities. The values of transparency, trust and integrity must therefore be respected. No collaborator of Wave Pharma S.r.l. may obtain personal benefits from the activities performed on the company’s behalf.

The collaborator must immediately report situations of potential conflict to the company management, in order to ensure they are resolved.

• Use and protection of company information

Confidentiality of information is an asset that the company also protects through its collaborators: all information obtained by a collaborator in relation to their activities is the property of Wave Pharma S.r.l.

Personal data will be processed in compliance with laws and regulations on its protection.

Collaborators who learn information that is not in the public domain, including through means of protection of third parties (secrecy agreements), must adopt the utmost caution and care in its use and avoid disclosing it to unauthorised people, both inside and outside the company.

The meaning of confidential information includes, but is not limited to: technical information on intellectual property and know-how, products and procedures; purchasing plans; sales and sales plans; costs, prices and customer discount policies; marketing or service activities; assets and the financial situation; the content of contracts and partnership agreements with third parties and activities carried out in relation to extraordinary transactions (acquisitions, mergers, etc.).

Confidential information may only be exchanged with third parties after means of protection of company interests have been put in place (secrecy agreements), in accordance with the relevant company procedures and after preparing appropriate means of protection of confidentiality with universities, public and private research institutes, public and private hospitals. In this context, Wave Pharma S.r.l. respects the academic prerogatives of its partners in the research and development of new products, and thus also the need of researchers to see the results of their studies published, while still protecting its own intellectual property rights.

Computer processing of data is subject to the security controls necessary to protect the company against unlawful intrusions and illicit uses. The destruction of material and electronic information mediums must be carried out according to the procedures governing this and within the limits laid down by law.

• Records, accounting records and corporate malfeasance

All company transactions and operations must be properly recorded and it must be possible to check the process of decision, authorisation, performance and control.

Each operation must have appropriate supporting documentation, in order to be able to carry out, at any moment, controls that certify the characteristics of the operation itself and the reasons for it, and that identify the parties who have authorised, performed, recorded and checked said operation.

Accounting records (i.e. all documentation that provides numerical and/or quantitative confirmation of operating events) must be kept accurately, completely and promptly, in accordance with company accounting procedures, in order to provide a precise representation of the equity and financial situation and of operations.

For this purpose, all collaborators involved in keeping accounting records must cooperate to their utmost – regardless of the requests received – and ensure that the information provided is complete and clear and that the data provided and its processing are accurate.

It is expressly forbidden to prevent or impede, by concealing documents or omitting relevant information or other similar stratagems, the performance or control or auditing activities attributed by law to the shareholders, to the governing bodies, to the Supervisory Board, to auditing firms and to the company top management.

It is also forbidden to engage in simulated or fraudulent conduct with the purpose of steering the shareholders’ meeting or other company bodies towards decisions in favour of oneself or of other stakeholders outside the company.

Equally, it is expressly forbidden to:

• spread false news;
• misrepresent the company situation;
• misrepresent the collaborators who operate at Wave Pharma S.r.l.
• carry out simulated transactions or adopt any other stratagem likely to result in managerial conduct that is distorted or favourable to oneself.

It is also forbidden to state to the public supervisory authorities, in the communications required by law and in order to prevent the performance of supervisory functions, material facts that are untruthful, although subject to evaluation, or to conceal, through other fraudulent means, facts that should have been reported. In conclusion, it is forbidden to impede, in any way, the functions of the public supervisory authorities or the auditing body.

• Relations with the public administration, political and trade union organisations

Relations with public institutions (public administration, political and trade union organisations) will only be maintained by the functions authorised for this. These relations must satisfy the principles of diligence, transparency and honesty.

The conduct of collaborators of Wave Pharma S.r.l. must be based on the utmost propriety and integrity in relations with employees, collaborators and representatives of public institutions.

Entertainment expenses and gifts to public-sector employees, collaborators and officials of public institutions, always of modest value, must comply with the general company procedures on expenses and also with the law and the rules of the public entities involved.

It is not permitted to offer money or gifts or favours in any form to managers, officials, employees or collaborators in general of public institutions, or to their relatives or to third parties connected to them in any way, either Italian or foreign, unless these are gifts or utilities of modest value.

It is prohibited to offer or to accept any object, service or favour of value in order to obtain more favourable treatment in relation to any relationship with public institutions. In the specific case of a call for tenders put out by the public administration, it is necessary to operate in compliance with the law and correct business practices.

If Wave Pharma S.r.l. uses an advisor or a third party to represent it in relations with public institutions or if it operates as a party to agreements, partnerships, joint ventures, etc., in order to participate collectively in calls for tenders or bidding procedures put out by the public administration, the same directives of this Code of Ethics imparted to company collaborators also apply to said third parties.

Wave Pharma S.r.l. cannot be represented with public institutions by a third party with whom conflicts of interest could ensue.

The regulations transposing international conventions into the national legislation of individual countries must be strictly observed.

Said regulations cannot be avoided, not even through third parties.

Activities with public institutions must be documented according to point 3.2.4 above.

• Relations with healthcare operators

Wave Pharma S.r.l. adopts the Code of Professional Conduct of Farmindustria attached to this Code of Ethics.

The conduct of company collaborators must comply with it and with any other specific regulations that the company may adopt on this.

• Relations with the press and with other means of mass communication.

The company has identified specific functions responsible for keeping precise and uniform relations with the mass media, in accordance with the specific company provisions on this.

Collaborators must abstain from making statements or giving interviews to the press or to other means of communication and to any third party, or divulging information relating to the company, in any case.

• Relations with customers, suppliers, partners and third parties in general

The choice of customers, suppliers, partners and third parties in general and the entry into contracts and specific operational relationships is made by specific company functions, on the basis of objective assessments of competitiveness, quality, affordability and integrity.

The provisions of point 3.2.5 apply to them, adapted to suit the different legal nature of the parties concerned. “Relations with the public administration, political and trade union organisations”.

• Sanctions

The set of rules laid down in the Code of Ethics is an integral part of the terms and conditions that govern employment relationships at Wave Pharma S.r.l. and at its subsidiary companies. These rules are an expression of the conduct expected of the employee, according to current civil and criminal laws and administrative regulations and the obligations established by collective bargaining.

Wave Pharma S.r.l. reserves the right to assess, from a disciplinary standpoint, conduct that is contrary to the directives contained in this Code of Conduct.

4. Competition

Wave Pharma S.r.l. considers competition to be an asset deserving of protection and ensures compliance with laws on protection of the market.

Agreements between firms and, in any case, all situations that could have a distorting effect on competition, particularly agreements that contain exclusivity clauses, limitations on pricing and territorial restrictions, are subject to national and European antitrust regulations. Legal experts must be consulted beforehand in any case of a potential conflict with national and European antitrust regulations.

5. Internal audits – The Supervisory Board

The board of directors or the governing body in any other form is responsible for correct performance of internal audits. It establishes the guidelines for their performance and periodically checks that they are adequate and function effectively, ensuring, also through external advisers or the use of specific audit programs, that the principal company risks, including breaches of the Code of Ethics, are identified and managed appropriately.

The Chairman of Wave Pharma S.r.l, assisted by the General Manager, if this figure exists at the company, is responsible for implementing the policies formulated by the Board of Directors, through the planning, management and monitoring of the internal audit system (performed jointly with the General Manager), and including through the preparation of special audit plans. He also appoints the members of the Supervisory Board, whose responsibilities are implementation and control of the Code of Ethics and also audit functions.

If the company is administered by a sole director, that person will have the aforementioned responsibilities and powers of appointment.

In accordance with the provisions of Italian Legislative Decree no. 231/2001, the Supervisory Board is to be provided with suitable and sufficient means to perform its activities.

The Supervisory Board of Wave Pharma S.r.l. does not report hierarchically to any manager of the operational areas. It coordinates the activities involved in internal audits and reports regularly on its operations to the Chairman or, if this case applies, to the Sole Director (or the person representing them), and also to the Board of Auditors, when necessary.

The Supervisory Board also performs its functions with reference to the subsidiary companies of Wave Pharma  S.r.l..

• Responsibilities of the Supervisory Board concerning implementation and auditing of the Code of Ethics

In the case of the Code of Ethics, the Supervisory Board, which is to be provided with appropriate information flows and independent powers of initiative and investigation, has the following responsibilities:

– check the application of and compliance with the Code of Ethics, through ethical auditing activities, and encourage continuous improvement in ethics at Wave Pharma S.r.l., through the analysis and assessment of ethical risks control processes;

– monitor initiatives for the dissemination of knowledge and understanding of the Code of Ethics and, in particular, guarantee the development of communication and ethical training activities;

– participate in all operating precautions and procedures, and also in the drafting of directives or regulatory provisions serving to avert the risk of a breach of the rules contained in the Code of Ethics;

– receive and examine reports of breaches of the Code of Ethics;

– take decisions on major breaches of the Code of Ethics;

– transmit the decisions taken, accompanied by the reason, to the Board of Directors of the company or to the Sole Director;

– express opinions on ethical problems or issues that could arise in company decisions, policies and procedures, in order to guarantee that they comply with the Code of Ethics;

– formulate proposes for the periodic review of the Code of Ethics;

– assess the communication and ethical training projects and plans.

In performance of its duties, the Supervisory Board:

• may have access to company documentation;
• may use company instruments, assets and spaces;
• may carry out on-site checks and inspections at the various sites and offices, informing the Board of Directors beforehand;
• may request the collaboration of company employees, collaborators and departments, who are required to provide meticulous information and truthful, complete and clear data;
• may, for anything not envisaged by the Code, draft its own self-regulatory rules of functioning, which must be approved by the Board of Directors.

While awaiting the formation of the Supervisory Board, the governing body of Wave Pharma S.r.l. may appoint an officer who is responsible for the implementation and auditing of the Code of Ethics.

6. Communication and training

• All internal and external interlocutors are made aware of the Code of Ethics through specific communication activities (such as providing all collaborators with a copy of the Code, through dedicated sections of the company Intranet, insertion of an informational note on adoption of the Code of Ethics in all contracts, references in brochures and in the advertising-informational material of the company).
• In order to ensure that all collaborators of Wave Pharma S.r.l. understand the Code of Ethics correctly, the company management prepares and carries out, also according to the indications and directives of the Supervisory Board, a training plan serving to improve knowledge of ethical rules and principles, and also the laws that are applicable to the specific activities of the company.
• Training initiatives differ according to the role and responsibilities of the collaborators. There is a special training plan for new recruits that illustrates the contents of the Code with which it is necessary to comply.

7. Whistle-blowing

• Wave Pharma S.r.l. establishes appropriate channels of communication, for each type of interlocutor, through which it is possible to submit reports (such as: managers of the relationship with consumer associations, with suppliers, with personnel, customer call centres, etc.).
• As an alternative, all interlocutors of Wave Pharma S.r.l. may report, in writing and not anonymously, any breach or suspected breach of the Code of Ethics to the Supervisory Board, which will examine the report and, if necessary, interview the whistle-blower and the person alleged to have committed the breach.
• In performance of these functions, Wave Pharma S.r.l. acts in a manner to safeguard the whistle-blower against any type of retaliation, meaning any act that could even be only suspected to be a form of discrimination or penalisation (such as, for suppliers: interruption of the business relationships and, for employees: lack of promotion, etc.). Confidentiality of the whistle-blower’s identity is also guaranteed, except as otherwise required by law.

8. Breaches of the Code of Ethics

• The Supervisory Board of Wave Pharma S.r.l. reports breaches of the Code of Ethics that have emerged and been checked following reports from interlocutors or ethical auditing activities, to the Chairman or to the Sole Director (or their representatives), or, if the company is administered by a board and the breach is particularly serious, directly to the Board of Directors.
• These communications of the Supervisory Board must be made in writing, must contain any recommendations deemed necessary and, if the adoption of consequent disciplinary measures, sanctions, directives or resolutions is suggested, the communication must be accompanied by a specific and detailed justification.
• The competent company departments are activated by the Chairman or his representative and define the measures, ensure they are implemented and report the result to the Supervisory Board.

Employees and collaborators are required to comply with the rules of conduct contained in the Code of Ethics, which form an integral and substantive part of the contractual obligations of each employee. A breach of those rules is therefore considered by the company to be a breach of contract and thus subject to the disciplinary measures envisaged by the procedures of the collective employment contract applied and Law no. 300/1970 .

The most serious breaches of the rules of conduct contained in the Code of Ethics justify dismissal for disciplinary reasons by the company.

Deliberate breaches of the Code of Ethics by (informed) interlocutors of the company, who have legal relationships with it, are considered to be a breach of contract, with the consequence that Wave Pharma S.r.l may take the necessary measures to terminate the relationship or the contract in question, in accordance with the law, applying contractual or extra-contractual remedies, as appropriate.

NOTE: Reports may be sent in the following manner:
– E-mail: info@wavepharma.it;