ORGANIZATIONAL AND MANAGEMENT MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE NO. 231 OF 8 JUNE 2001

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1 PAUL WURTH ITALIA S.P.A. ORGANIZATIONAL AND MANAGEMENT MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE NO. 231 OF 8 JUNE 2001 REVISION 1 OF EARLIER COPY OF 18 June 2013 ADOPTED BY RESOLUTION OF THE BoD ON 17 OCTOBER 2016 PAUL WURTH ITALIA S.p.A. Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June 2001

2 IN THIS CUSTOMS HOUSE, EXCEPT FOR THE TAX AND ORDINARY FEES, NO PREMIUM OR PAYMENT OF ANY KIND BY ANY SUBJECT SHALL BE TAKEN, ON PENALTY OF APPLICATION OF THE PROVISIONS CONTAINED IN THE DECREE OF THE MOST DISTINGUISHED PATRONS OF SAN GIORGIO OF THE YEAR MDCXXXII In 1632 in Genoa, beneath the Loggia di Banchi also Loggia della Mercanzia near Palazzo San Giorgio, a marble plaque with a few words for the purposes of defining a code of ethics for action addressing the tax collectors who worked in customs. Now, like then, organizations are required to set up their own rules and codes of conduct for the good of all: the people who work in the organization, clients, authorities and society in general, which pays the highest price for unlawful behaviour. Paul Wurth Italia. PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

3 DEFINITIONS INTRODUCTION The scheme for administrative liability of organizations Offences attempted or committed abroad Paul Wurth Italia S.p.A.: Adoption of the Model 9 2. GENERAL Recipients of the Model Function of the Model Structure of the Model Risk mapping and updating The Predicate Offences under assessment Identification of the Corporate Areas and Functions Pre-emptive monitoring system Supervisory Committee Composition of the Supervisory Committee Privileges and resources of the Supervisory Committee Duties of the Supervisory Committee Internal disclosure processes Obligation of disclosure to the Supervisory Committee Operations with potential risk: identifying internal managers and Statements of compliance Obligation of disclosure of the Supervisory Committee to the corporate bodies Collecting and storing information Disciplinary system General principles Disciplinary sanctions against employees Measures against directors Measures against consultants, trade partners and suppliers Dissemination and knowledge of the Model Staff training Information about consultants, trade partners and suppliers Contract clauses PREAMBLE TO SPECIAL SECTIONS SPECIAL SECTION A - Crimes against the Public Administration - Corruption in the private sector...31 PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

4 4.1 The type of crimes against the Public Administration and the crime of corruption in the private sector (Articles 24, 25 and 25-ter(1)(s-bis) of the Decree) Assessment of potential risk areas Identification of potential risk areas General rules of conduct Special rules of conduct Requests for orders, invoices payable and payments Staff recruitment Handling employee claims for expenses Selecting and managing temporary joint venture partners (ATI - associazione temporanea di impresa) Appointing external advisers and professionals not by tender Appointing agents Tax-related crimes SPECIAL SECTION B Corporate crimes Types of corporate crimes (Article 25-ter of the Decree) False corporate reporting Protecting the share capital Protecting the legitimate functioning of the Company Protecting against fraud Protecting public regulatory activities Identification of potential risk areas General rules of conduct Special rules of conduct Reports to Shareholders and to the public, where applicable Managing relations with auditing firms and other audits of the corporate management Protecting the share capital Relations with competent authorities SPECIALSECTION C - Crimes committed in breach of workplace health and safety regulations The type of crimes committed in breach of workplace health and safety regulations (Article 25-septies of the Decree) Recipients of this Special Section Purposes of this Special Section Company safety policy General rules of conduct The safety management system pursuant to Legislative Decree no. 81 of 30 April 2008 (Consolidated Law) Organization The Risk Assessment Document 60 PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

5 6.9 Rules and regulations governing contracted and subcontracted works Identification of potential risk areas The system of procedures The staff training, information and instruction system Special rules of conduct Instructions and audits by the Supervisory Committee SPECIAL SECTION D - Financial crimes committed by means of fraud The type of financial crimes committed by means of fraud (Article 25-octies of the Decree) Identification of potential risk areas General rules of conduct Special rules of conduct SPECIAL SECTION E - Cybercrimes Types of cybercrimes (Article 24-bis of the Decree) Identification of potential risk areas General rules of conduct SPECIAL SECTION F - Crimes against industry and trade The type of crimes against industry and trade (Article 25-bis.1 of the Decree) Identification of potential risk areas General rules of conduct SPECIAL SECTION G - Crimes against the courts The type of crimes against the courts (Article 25-decies of the Decree) Identification of potential risk areas General rules of conduct SPECIAL SECTION H - Organized crime offences Types of organized crime offences (Article 24-quater of the Decree) Identification of potential risk areas General rules of conduct SPECIAL SECTION I - Environmental crimes The type of environmental crimes (Article 25-undecies of the Decree) Identification of potential risk areas General rules of conduct Special rules of conduct 85 PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

6 DEFINITIONS Archive 231 Business activity indicates the archive containing all the records concerning adoption and implementation of the Model, stored at the Company's headquarters. indicates the Company's business activity as described in full on the Chamber of Commerce registration certificate. Patent legal title giving the holder the temporary - for 20 years - and exclusive right to use, produce or sell the invention or technical process discovered. Decree Proxy Recipients Organizations or Organization Group Guidelines Trademark Model Public Administration indicates the Italian Legislative Decree no. 231 of 8 June 2001, as amended. indicates the in-house document assigning roles and duties within the company organization. indicates all parties required to comply with the requirements contained in the Model, specifically: all people who operate for and on behalf of Paul Wurth Italia S.p.A., including directors, auditors, members of any other corporate bodies, employees, temporary and casual consultants, agents, business partners, suppliers, members of the Supervisory Committee. indicates - pursuant to Article 1 of the Decree - the legal organizations, companies and associations with or without legal personality, which the provisions of the Decree apply to and in particular the administrative liability under its provisions. The Group formed of Companies controlled by the SMS Group headquartered in Hilchenbach (Germany). indicates the Guidelines used to build the organizational, management and control model pursuant to Italian Legislative Decree 231/2001, published by Confindustria on 31 March 2008, and as amended in March Distinctive design, graphics, logo, symbols, words, or any combination thereof that uniquely identifies a firm and/or its goods or services. indicates the Organizational, Management and Control Model pursuant to the Decree. All Italian and foreign Authorities, Organizations, Agents whose legal system requires it to protect public interest. These are defined as: - public institutions, national and other; PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

7 Predicate offences - public officials, namely anyone who is employed in a government department or agency helping to form and to manifest the will of the Public Administration; - civil servants, whose operations are governed under the same form as public officials, without the typical powers of the latter. indicates the corporate liability offences introduced by the Decree. Consolidated Law indicates the Italian Legislative Decree no. 81 of 9 April 2008 on health and safety in the workplace, as amended. PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

8 1. INTRODUCTION 1.1 The scheme for administrative liability of organizations In execution of the Act of Parliament no. 300 of 29 September 2000, compliance of Italian legislation with some International Conventions generated the enactment of Italian Legislative Decree no. 231 of 8 June 2001, which became effective on 4 July 2001, Regulations governing administrative liability of corporate organizations, companies and associations, including those which are not bodies corporate. The purpose of the Decree is to assure that Companies located in Italy carry out their business activities in compliance with the law, when operating in Italy and abroad, without benefiting from any illegal conduct by its representatives. Therefore, the Decree introduced to the Italian regulatory system a special form of corporate liability, where Companies are liable for offences committed - or even attempted - to the benefit or in the interests of the Organization by persons holding certain positions within that organization, namely: (i) persons serving as representatives, or holding administrative or senior executive positions or (de facto) positions of management or control of the Organization or of its organized unit (top management pursuant to Article 5(1)(a)); or (ii) persons managed or supervised by one of the persons under the foregoing letter (i) (persons under the direction or supervision of others pursuant to Article 5(1)(b)). The Decree also specifies offences for which the Organization can be held liable (so-called Predicate Offences) on a binding but open-ended list, meaning that the Legislator can add offences to the list; indeed, since the Decree came into force in 2001, the Legislator has approved a number of Laws extending the list of relevant crimes. Under the guidelines introduced by the Decree, the Organization shall submit to criminal proceedings to ascertain its liability, without prejudice to the criminal proceedings against the actual perpetrator of the offence, and whether or not the guilty person is identified and/or punishable. The penalties that the Company may be submitted to under the Decree are deliberately very tough in order to form a strong deterrent to anyone representing the Company who acts outside the Law to the benefit or in the interests of the Organization. Therefore, the penalties shall always harm the Organization's image and assets, to the point of directly or indirectly endangering its normal business activities. Indeed, they include fines that can be very hefty, publication of the ruling, and confiscation of money, if applicable, as well as specific disqualification (Article 9(2)), namely: disqualification from doing business; suspension or cancellation of authorisations, licences or concessions serving to commit the offence; ban from entering into contracts with the Public Administration, unless these are to obtain a public service; exclusion from benefits, loans, contributions or subsidies and cancellation of those already granted, if applicable; ban on advertising goods and services; through to preclusion of day-to-day business activities. PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

9 As a supplement to the foregoing, according to the provisions of the Decree, the Company shall not be held liable if its representatives committed the crime solely in their own interests or in the interests of third parties, or if the company has set up an internal crime-prevention system. This led to the provision under Article 5 setting forth that the Company shall not be liable if it: - approves, adopts and effectively implements an appropriate Model to prevent the crimes pursuant to the decree from being committed, before any offence is committed; - sets up an internal Supervisory Committee with independent powers to take initiative and control, empowered to (i) supervise the effective functioning of the Model and compliance with its provisions by all recipients; (ii) constantly verify the real preventive effectiveness of the Model, and (iii) update it. In brief, the organizational, management and control model pursuant to Article 5 of the Decree is the set of ethical and moral principles that the Company expects its representatives, managers, employees and collaborators etc. to adopt; it is also the appropriate rules and procedures of conduct, organization and control that the Company has set up to prevent Predicate Offences from being committed; in other words, such that the offence would only be possible in the event of fraudulent conduct infringing the provisions of the model, therefore only ascribable to the perpetrator and not also to the Company. The so-called Predicate Offences also include grievous bodily harm and manslaughter committed in breach of occupational health and safety regulations, and pursuant to this, Article 30 of Italian Legislative Decree 81/08 establishes in more detail the requirements the Model must have to be considered "appropriate". According to Article 30(1), in order to be considered exempt, the Company must adopt and effectively implement the Model, assuring a company system to fall all legal obligations relative to: a) compliance with technical and structural standards under the law, relating to equipment, plants, workplaces, chemical, physical and biological agents; b) risk assessment and preparation of subsequent health and safety measures; c) organizational activities such as emergencies, first aid, management of contracts, periodic safety meetings, consultation with Workers' Safety Representative; d) Health Surveillance activities; e) worker information and training activities; f) supervision of worker compliance with the safe working procedures and instructions; g) acquisition of documents and certifications that are obligatory by law; h) periodic monitoring of the application and effectiveness of the procedures adopted. Along the same lines as the provisions of Legislative Decree 231/01, the provisions contained in the sections following Article 30 of Legislative Decree 81/08 whereby: - the Organizational and Management Model shall provide for suitable systems to record actual implementation of the activities under section 1; - in any case, with regard to the nature and size of the organization and of the type of business activities performed, the Organizational Model shall provide for structured functions to assure the technical competences and powers necessary to verify, assess, manage and monitor risk, in addition to appropriate disciplinary measures to sanction non-compliance with the measures provided in the Model; - the Organizational Model shall also provide for an appropriate system to monitor implementation of that Model and to assure that the measures adopted remain appropriate in PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

10 the long-term. Any reviews and amendments to the Organizational Model shall be adopted when significant breaches of the regulations relating to workplace health and safety are determined, or if scientific and technological changes are made in the organization and in the business activity. 1.2 Offences attempted or committed abroad On the basis of the provisions in Article 4 of the Decree, Organizations headquartered in Italy may also be held liable for offences committed abroad. The cases and conditions of liability are the same as those for offences committed in the Italian State. Organizations shall not be prosecuted in Italy only if the company is prosecuted by the country where the offence was committed. 1.3 Paul Wurth Italia S.p.A.: Adoption of the Model Paul Wurth Italia S.p.A. is an engineering company controlled by Paul Wurth S.A. headquartered in Luxembourg, which in turn is part of the SMS Group. Since 2005, Paul Wurth Italia has operated in Italy and abroad, mainly in the steelmaking sector. The company is headquartered in Genoa, Via di Francia 1. The company supplies the tools, products and services relating to the production, processing and conversion of steel, iron, metal and cast iron and to all activities connected to this. The Company's core business is as follows: - engineering and construction of blast furnaces and cowpers; - engineering and construction of coke-making plants; - engineering and construction of plants to process steelmaking waste; - engineering and construction of integrated systems; - supply of engineering services for auxiliary equipment and automation. The engineering activities are the responsibility of a team of top level specialists, in particular specialized engineers, supported by high-end technological tools, the Group's global competences in the field of research and engineering and thanks to the Group's numerous patented inventions. The Company adopts the same competence and professionalism in the actual construction, delivering to the client a finished product, including plant installation and monitoring services. The Company constructs and delivers the plants, which are formed of highly complex technical work, both in the engineering and the execution stage, very often occurring abroad; for this reason, in addition to its headquarters in Genoa, the company also has two permanent local units and a permanent organization abroad, located respectively in: - Piombino, Via della Resistenza, whose business activities involve supervising all activities taking place in the Lucchini Sevestal facility; - Taranto, Strada Statale Appia, whose business activities involve supervising all activities taking place in the Ilva facility in Taranto; PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

11 - Algeria, permanent organization with regard to the construction sites that the Company has opened in that country and other, different sites may be set up in other countries where the project needs to be completed and the client's work performed, from time to time. The complexity of the plants to engineer and construct, the time required to complete these, the need to constantly supervise the order which is often executed abroad, means the Company may be required to enter into contracts (i) for the purchase of complex goods, (ii) for services, with the Group leader or other affiliates (Paul Wurth India) or not. Paul Wurth Italia S.p.A. pursues the general strategies of its Group which, in addition to working to improve its economic growth (already operating in a number of countries around the world), also has the following goals: - promote workplace health, safety and wellness; - environmental protection; - transparent commercial operations that must be based on a written Code of Ethics; - respect for human rights and legislation with regard to rights in the workplace; - transparent, constructive dialogue with workers at every level. Paul Wurth Italia S.p.A. is aware that the Company's prestige and image depends on its capacity to combine the highest standards of product quality and strict compliance with the laws in force in its operations. Paul Wurth Italia S.p.A. feels that its mission is to represent a model of excellence also for maximum transparency and fairness in carrying out its business; therefore, as part of its corporate strategic decisions, and also to protect its own reputation, and the reputation of its shareholders and directors, it has set up this Organizational Model pursuant to Italian Legislative Decree 231/01. It shall also take whatever steps are required to constantly update and disseminate the model in order to raise awareness and orientate the behaviour of all intended Recipients to strictly respect the Laws in force and, at the same time, to avoid and prevent the risk of any offences being committed as part of the company's business activities, and with this any possible sanctions against the Company. Paul Wurth Italia S.p.A. has prepared the Model with reference to its own specific organization, dimension and structure, the provisions and regulations of the Decree, the relevant case law and the Guidelines prepared by industry associations, in particular the guidelines prepared by Confindustria. This Model was adopted by the Board of Directors of Paul Wurth Italia S.p.A. with resolution on (date) and updated and amended with resolution on (date) Under that same resolution, the Board of Directors appointed the Supervisory Committee, composed of 3 members and with independent powers tasked with supervising, monitoring and taking any action required with regard to the actual Model, and in particular with its application, compliance and updating. PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

12 2. GENERAL 2.1 Recipients of the Model In general, all the people who operate for and on behalf of Paul Wurth Italia S.p.A., including directors, auditors, members of any other corporate bodies, employees, temporary and casual consultants, agents, business partners, suppliers, plus members of the Supervisory Committee are recipients of the rules and regulations contained in this Model, and therefore obliged to fully comply with it. 2.2 Function of the Model By adopting this Model, Paul Wurth Italia S.p.A. reiterates that it strongly condemns any form of unlawful conduct as being both against the Law, and contrary to the ethical and social principles underpinning the business activities of Paul Wurth Italia S.p.A.. Pursuant to and by virtue of the provisions in Article 5 of the Decree, with reference to the potential risk of committing offences, this Model also has the purpose of: - determining which company activities offences could be committed in, and corporate functions responsible for these activities; - laying down specific regulations and procedures which plan and implement the decisions made by the Organization in relation to the offences to prevent; - allowing Paul Wurth Italia S.p.A. to monitor and take prompt action to prevent, or in any case counteract committing of offences; - determining appropriate methods to manage financial resources to prevent offences from being committed; - setting up a Supervisory Committee empowered to take action and monitor the effectiveness and to ensure that the Model runs smoothly; - introducing an appropriate disciplinary system to sanction noncompliance with the measures indicated in the Model; - establishing methods to constantly update the Model to ensure it is in line with any new risks of committing offences, whether they are already provided for by the Decree or introduced by the Legislator; - establishing methods to adapt the Model in the event of criticalities in existing provisions. It follows that, in addition to the foregoing, key aspects of the Model are: defining powers of authorisation that are consistent with the responsibilities assigned; complying with the principle of separating functions; controlling and recording operations with potential risk; verifying corporate conduct of Recipients, in addition to the function and update of the Model; PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

13 raising awareness and training all Recipients in the provisions of conduct and in the procedures aimed at assuring compliance with the Model. 2.3 Structure of the Model The Model is formed of this General section concerning the methods that Paul Wurth Italia S.p.A. used to prepare the Model with the characteristics required by Law. It includes the steps of the process adopted in writing the Model, the regulations to assure its functioning, update and dissemination, and the establishment and organization of the Supervisory Committee. Lastly, it sets out the disciplinary system and a number of Special sections, which were prepared for the types of Predicate Offences that in the opinion of Paul Wurth Italia S.p.A. recipients could potentially risk committing due to the activity performed, including the specific indication of the risk areas and relevant procedures adopted to prevent the risk of committing unlawful acts, making it possible to commit offences only by fraudulently circumventing rules and controls. Paul Wurth Italia S.p.A. is aware that the adoption of the Model goes hand in hand with the adoption of a Code of Ethics, whereby the Organization formalizes the principles underlying the performance of its business activities. Paul Wurth Italia S.p.A. has always aligned its business activity with a set of principles and rules of conduct based on the values of fairness, transparency and good faith. It has taken its Group's goals on board and in this respect it has adopted its own Code of Ethics that is fully referenced in the model, and forms an integral part of the General section. In the original text of the Decree, Predicate Offences were only identified as some crimes against the Public Administration and other financial crimes involving fraud (Articles 24 and 25). Still, the administrative liability of Organizations has been extended over the years and will also be extended further to encompass a range of Bills that are currently being debated in Parliament, as well as some European Directives with which the Italian regulatory system must be aligned. For this reason, the Board of Directors of Paul Wurth Italia S.p.A., also on request of the Supervisory Committee, shall adopt specific resolutions to amend the Model to include new Special sections relating to offences that would extend the scope of the Organization's administrative liability under additional legislation. 2.4 Risk mapping and updating The Predicate Offences under assessment In this Model, Paul Wurth Italia S.p.A. has mapped the risks for the originally envisaged crimes against the Public Administration and other financial crimes committed by means of fraud; the mapping also includes all subsequent additions made under additional legislation through to approval of the Model, namely: Crimes committed against the Public Administration (Article 24, Italian Legislative Decree 231/01) PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

14 - Embezzlement against the Italian State or other public body (Article 316-bis, Criminal Code) - Undue receipt of contributions, loans or other funds disbursed by the Italian State or other public body or by the European Union (Article 316-ter, Criminal Code) - Fraud against the Italian State or other public body or the European Union (Article 640 (2)(1), Criminal Code) - Aggravated fraud to obtain public funds (Article 640-bis, Criminal Code) - Cybercrimes against the Italian State or other public body (Article 640-ter, Criminal Code) Cybercrimes and unlawful processing of data (Article 24-bis, Italian Legislative Decree 231/01) - Forgery of a public or private electronic document with evidential effectiveness (Article 491-bis, Criminal Code) - Unauthorized access to an information technology or data transmission system (Article 615-ter, Criminal Code) - Unauthorized possession and dissemination of access codes to information technology or data transmission systems (Article 615-quater, Criminal Code) - Distribution of information technology equipment, devices or programmes aimed at damaging or disrupting an information technology or data transmission system (Article 615-quinquies, Criminal Code) - Unlawful wire-tapping, hindrance or disruption of information technology or data transmission communications (Article 617-quater, Criminal Code) - Installation of devices aimed at unlawful wire-tapping, hindrance or disruption of information technology or data transmission communications (Article 617-quinquies, Criminal Code) - Damage to information technology information, data and programmes (Article 635-bis, Criminal Code) - Damage to information technology information, data and programmes used by the Italian State or by another Public Body or of public benefit (Article 635-ter, Criminal Code) - Damage to information technology information, data and programmes systems (Article 635- quater, Criminal Code) - Damage to information technology or data transmission systems of public benefit (Article 635- quinquies, Criminal Code) - Computer fraud by the provider of electronic signature certification services (Article 640- quinquies, Criminal Code) Organized crime (Article 24-ter, Italian Legislative Decree no. 231/01) - Criminal association (Article 416, Criminal Code) - Criminal association to commit crimes for the purpose of reduction to or maintenance in slavery or servitude, trafficking in human beings, purchase and sale of slaves, and offences relating to breaches of the provisions on illegal immigration in Article 12 of Italian Legislative Decree 286/1998 (Article 416 (6), Criminal Code) - Mafia-type criminal association (Article 416-bis, Criminal Code) - Crimes committed under the conditions of Article 416-bis of the Criminal Code for mafia-type organizations or in order to facilitate the activities of those associations - Electoral exchange agreements between politics and organized crime (Article 416-ter, Criminal Code) - Criminal association for the purpose of the illegal trafficking of narcotics or psychotropic substances (Article 74 of Decree No. 309 of the President of the Republic of 9 October 1990) - Kidnapping for robbery or ransom (Article 630, Criminal Code); PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

15 - Illegal manufacture, introduction into the Italian State, offering for sale, disposal, possession and carrying in public places or places open to the public of weapons of war or warlike weapons or parts thereof, explosives, clandestine weapons and other common firearms (Article 407 (2)(a)(5), Code of Criminal Procedure) Crimes committed against the Public Administration (Article 25, Italian Legislative Decree 231/01) - Extortion (Article 317, Criminal Code) - Corruption in the exercise of official functions (Article 318, Criminal Code) - Corruption for an act contrary to official duties (Article 319, Criminal Code) - Aggravating circumstances (Article 319-bis, Criminal Code) - Corruption in legal proceedings (Article 319-ter, Criminal Code) - Penalties for the briber (Article 321, Criminal Code) - Inducement to commit corruption (Article 322, Criminal Code) Counterfeiting of currency, legal tender, revenue stamps and distinctive signs (Article 25- bis, Italian Legislative Decree 231/01) - Counterfeiting currency, spending and introducing counterfeit currency into the Italian State, acting in concert (Article 453, Criminal Code) - Falsifying currency (Article 454, Criminal Code) - Spending and introducing counterfeit currency into the Italian State, not acting in concert (Article 455, Criminal Code) - Spending counterfeit currency received in good faith (Article 457, Criminal Code) - Counterfeiting of revenue stamps, introducing into the Italian State, purchasing, possessing or circulating counterfeit revenue stamps (Article 453, Criminal Code) - Forgery of watermarked paper used to make legal tender or revenue stamps (Article 460, Criminal Code) - Producing or possessing watermarks or instruments designed for counterfeiting currency, revenue stamps or watermarked paper (Article 461, Criminal Code) - Using forged or altered revenue stamps (Article 464, Criminal Code) - Counterfeiting, altering or using distinctive marks or signs, namely patents, models and drawings (Article 473, Criminal Code) - Introducing products with false trademarks into the Italian State and selling them (Article 474, Criminal Code) Crimes against industry and trade (Article 25-bis.1, Italian Legislative Decree 231/01) - Interference with freedom of industry or trade (Article 513, Criminal Code) - Unfair competition with threats or violence (Article 513-bis, Criminal Code) - Fraud against national industries (Article 514, Criminal Code) - Fraudulent trading (Article 515, Criminal Code) - Sale of unwholesome foodstuffs and wholesome foodstuffs (Article 516, Criminal Code) - Sale of industrial products with false marks (Article 517, Criminal Code) - Manufacture and sale of goods through misappropriation of industrial property rights (Article 517-ter, Criminal Code) - Infringement of geographical indications and designations of origin for agricultural products and foodstuffs (Article 517-quater, Criminal Code) PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

16 Corporate crimes (Article 25-ter, Italian Legislative Decree 231/01) - False corporate disclosures (Article 2621, Civil Code) - False corporate disclosures to the detriment of shareholders or creditors (Article 2622 (1) and (3), Civil Code) - False statement in a prospectus 1 (Article 2623 (2), Civil Code) - Falsifying reports or disclosures of auditing firms 2 (Article 2624 (1) and (2), Civil Code) - Obstructing auditing activities (Article 2625 (2), Civil Code) - Unlawful return of share capital (Article 2626, Civil Code) - Illegal allocation of profits and reserves (Article 2627, Civil Code) - Unlawful transactions with regard to shares or quotas of the company or of the parent company (Article 2628, Civil Code) - Transactions to the detriment of creditors (Article 2629, Civil Code) - Failure to disclose conflict of interest (Article 2629-bis, Civil Code) - Fictitious formation of capital (Article 2632, Civil Code) - Undue allocation of corporate assets by receivers (Article 2633, Civil Code) - Exerting unlawful influence on Shareholder Meetings (Article 2636, Civil Code) - Manipulation of stock market transactions (Article 2637, Civil Code) - Obstructing the activities of public regulatory authorities (Article 2638 (1) and (2), Civil Code) - Corruption in the private sector (Article 2635, Civil Code) Crimes committed for the purposes of terrorism and subverting the democratic order envisaged by the criminal code and special laws (Article 25-quater, Italian Legislative Decree 231/01) Female genital mutilation (Article 25-quater1, Italian Legislative Decree 231/01) Female genital mutilation (Article 583-bis, Criminal Code) Offences against the person (Article 25-quinquies, Italian Legislative Decree 231/01) - Reduction to or maintenance in slavery or servitude (Article 600, Criminal Code) - Child prostitution (Article 600-bis, Criminal Code) - Child pornography (Article 600-ter, Criminal Code) - Possession of pornographic material (Article 600-quater), Virtual pornography (Article 600- quater, Criminal Code) - Sex tourism involving child prostitution (Article 600-quinquies, Criminal Code) - Trafficking in human beings (Article 601, Criminal Code) - Purchase and sale of slaves (Article 602, Criminal Code) Market abuse crimes (Article 25-sexies, Italian Legislative Decree 231/01) 1 Article 2623 of the Civil Code (False statement in a prospectus) has been repealed by Article 34 of Law 262 of 28 December 2005 (Legge di riforma del Risparmio - Savings reform Law). The corresponding provision was moved to Article 173-bis of the Consolidated Finance Law (TUF-Testo Unico della Finanza), but it is not currently listed in Article 25-ter of Legislative Decree 231/ Article 2624 of the Civil Code governing falsification in reports or disclosures of auditing firms, was repealed by Article 37(34) of Italian Legislative Decree no. 39 of 27 January 2010 (Consolidation Act on statutory audits). The corresponding provision was moved to Article 27 of the foregoing decree, but it is not currently listed in Article 25-ter of Legislative Decree 231/2001. PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

17 - Insider trading (Article 184, Italian Legislative Decree no. 58 of 24/2/1998) - Market manipulation (Article 185, Italian Legislative Decree no. 58 of 24/2/1998) Manslaughter and serious or grievous bodily harm committed in breach of workplace health and safety regulations (Article 25-septies, Italian Legislative Decree 231/01) - Manslaughter (Article 589, Criminal Code) - Serious or grievous bodily harm (Article 590 (3), Criminal Code) Receiving stolen goods, money laundering, self-laundering and using money, goods or benefits of unlawful provenance (Article 25-octies, Italian Legislative Decree 231/01) - Receiving stolen goods (Article 648, Criminal Code) - Money laundering (Article 648-bis, Criminal Code) - Self-laundering (Article 648-ter(1), Criminal Code) - Using money, goods or benefits of unlawful provenance (Article 648-ter, Criminal Code) Offences relating to breach of copyright (Article 25-novies, Italian Legislative Decree 231/01) - Sharing works protected by intellectual property or parts thereof with the public in a system of telecommunication networks through connections of any kind (Article 171 (1)(a-bis), Law 633/1941) - Crimes referred to in the foregoing point, committed against another individual's intellectual rights on work not intended for publication, in other words by misappropriating ownership, or distorting, mutilating or making other changes to the work, if this is offensive to the owner's honour or reputation (Article 171 (3), Law 633/1941) - Unauthorized copying of software, for profit; import, distribution, sale and/or possession for commercial or business purposes or leasing of software distributed on media not labelled by the Italian copyright protection society (SIAE); development of tools with the purpose of removing or circumventing software protection devices (Article 171-bis (1), Law 633/1941) - Copying on media not labelled by the SIAE, transfer to another medium. Public distribution, communication, presentation or demonstration of the contents of a database in order to gain profit; extraction or reuse of the database in breach of the manufacturer's rights and the rights of the user of a database; distribution, sale or lease of database (Article 171-bis (2), Law 633/1941) - Crimes committed for profit, for non-personal use, and distinguished by one of the following forms of conduct (Article 171-ter(1), Law 633/1941: unauthorized duplication, copying, transmission or public distribution by any means, in whole or in part, of intellectual property intended for television, cinema, sale and rent of records, tapes or similar media, or any other media containing sound or video recordings of music or film, or classed as audio-visual works, or sequences of moving images (a) unauthorized duplication, public distribution or transmission by any means of literary, dramatic, scientific or educational, musical or musical drama, multimedia works, or parts thereof, including those that are part of collective or composite works or databases (b) introduction into the Italian State, possession for sale or distribution, distribution, trade, rental, or transfer of any kind, public screening, television broadcasting by any method whatsoever, radio broadcasting of the unauthorized duplications or reproductions pursuant to letters a) and b), without contributing to their duplication or reproduction (c) PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

18 possession for sale or distribution, trade, sale, rental, transfer of any kind, public screening, television or radio broadcasting by any method, of videotapes, cassettes, any medium containing sound or video recordings of music or film, or classed as audio-visual works, or sequences of moving images, or any other medium requiring the SIAE label, which do not have that label or have a counterfeit or falsified label (d) retransmission or dissemination by any means of an encrypted service received by means of equipment or parts of equipment for decoding broadcasts with conditional access, in the absence of agreement with the legitimate distributor (e) introduction into the Italian State, possession for sale or distribution, distribution, sale, rental, or transfer of any kind, commercial promotion, installation of special decoding devices or elements that give access to an encrypted service without payment of the fee (f) manufacture, import, distribution, sale, rental, transfer of any kind, advertising for sale or rental, or possession for commercial purposes of equipment, products or parts, or the provision of services for commercial use or with the prevalent purpose of circumventing effective technological protection measures, i.e. that are designed, produced, adapted or developed to enable or facilitate circumvention of such measures (f-bis) unauthorized removal or alteration of the electronic information for managing rights referred to in Article 102-quinquies, or the distribution, import for distribution, radio or television broadcasting, communication or sharing with the general public of protected works or other materials from which such electronic information has been removed or altered (h). - Crimes distinguished by one of the following forms of conduct (Article 171-ter(2), Law 633/1941): reproduction, copy, transmission or unauthorized broadcasting, sale or trade, transfer of any kind or illegal import of more than fifty copies or examples of works protected by copyright and by associated rights (a) using any kind of connection to introduce a copyrighted intellectual work, or part thereof into a system of telecommunications networks, in breach of the copyright holder's exclusive right to communicate their work to the public (a-bis) engagement in the forms of conduct pursuant to Article 171-ter (1), Law 633/1941 by anyone performing the business operations of reproducing, distributing, selling or marketing, or to import works protected by copyright and by associated rights (b) promotion or organization of unlawful activities identified in Article 171-ter (1)(c), Law 633/1941) - Failure of producers or importers of media not requiring labelling to notify the SIAE of the identification details of that media, or misrepresentation regarding compliance with labelling obligations (Article 171-septies, Law 633/1941) - Fraudulent production, sale, import, promotion, installation, modification, adoption for public and private use of equipment or parts of equipment for decoding wireless, satellite or cable audio-visual broadcasts with conditional access, in both analogue and digital form (Article 171- octies, Law 633/1941) Incitement to not testify or to bear false testimony before the courts (Article 25-decies, Italian Legislative Decree 231/01) - Incitement to not testify or to bear false testimony before the courts (Article 377-bis, Criminal Code) Environmental crimes (Article 25-undecies, Italian Legislative Decree 231/01) PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

19 - Crimes envisaged by the Criminal Code: Killing, destruction, catching, collection, possession of specimens of protected wild fauna and flora species (Article 727-bis, Criminal Code) Destruction or damage to habitat in a protected site (Article 733-bis, Criminal Code) Crimes envisaged by the Environmental Code under Italian Legislative Decree no. 152 of 3 April 2006 Water pollution (Article 137): unauthorized (non-existent, suspended or cancelled authorization) discharge of industrial wastewater containing hazardous substances (2) discharge of industrial wastewater containing hazardous substances in breach of the requirements set within the authorization or by the relevant authorities (3) discharge of industrial wastewater containing hazardous substances in breach of tabled limits or more restrictive limits set by Regions or Autonomous Provinces or by the relevant Authority (5)(1 & 2) breach of prohibited discharging into the soil, into groundwater or into the subsoil (11) discharge into the sea by ships or aircraft of substances or materials the dumping of which is banned, except in the minimum quantities authorized by relevant authorities (13) Unauthorized waste management (Article 256): collection, transportation, recovery, disposal, trade and brokerage of non-hazardous and hazardous waste without the required authorization, registration or notification (Article 256 (1)(a & b) construction or operation of an unauthorized landfill (Article 256 3(1) construction or operation of an unauthorized landfill, fully or partly intended for the disposal of hazardous waste (Article 256 3(2) unauthorized mixing of waste (Article 256 (5) temporary storage of hazardous medical waste at the site of production (Article 256 (6) Contaminated sites (Article 257): pollution of the soil, subsoil, surface water or groundwater by exceeding the risk threshold concentration (unless decontamination measures are taken in compliance with the project approved by the relevant authority) and failing to notify the relevant authorities (1 and 2). The acts of pollution referred to in section (2) are more serious if they involve the use of hazardous substances. Falsification of waste analysis certificates or using false waste analysis certificates (Articles 258 and 260-bis): providing false information about the nature, composition and chemical & physical characteristics of waste on a waste analysis certificate, and using a false certificate when transporting waste (Article 258 4(2) using a false waste analysis certificate as part of the waste tracking system (SISTRI); providing false information on a waste certificate used for waste traceability (Article 260- bis (6) transporting hazardous waste without a hard copy of the SISTRI - handling area form, or of the waste analysis certificate; use of a waste analysis certificate containing false declarations about the waste being transport as part of SISTRI (Article 260-bis, (6) and (7)(2 & 3) transporting hazardous waste with a hard copy of the SISTRI - handling area form that has been fraudulently altered (Article 260-bis (8)(1 & 2). The conduct referred to in section (8)(2) is more serious if it involves hazardous substances Illegal waste trafficking (Articles 259 and 260): shipment of waste that constitutes illegal traffic (Article 259 (1). This conduct is more serious if it involves hazardous substances organized activities for illegal trafficking of waste involving a number of operations and the ongoing use of vehicles and activities (Article 260). This crime is distinguished by wilful PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June

20 misconduct for the purpose of unlawful gain and a number of relevant actions (selling, receiving, transporting, exporting, importing and abusive handling of large quantities of waste). Penalties increase if radioactive waste is involved (2) Air pollution (Article 279): breach of the emission limit values or violation of the provisions established by the authorization, plans and programmes, regulations or the relevant authority when operating a plant, which also result in exceeding the air quality limit values envisaged by the current laws (5) - Crimes pursuant to Law no. 150 of 7 February 1992 on international trade in endangered species of fauna and flora, and the possession of dangerous animals: import, export, transport and illegal use of animal species (in the absence of a valid certificate or licence, or in violation of the provisions in those measures); possession, use for profit, purchase, sale and exhibition for sale or for commercial purposes of specimens without the required documentation; illegal trade in artificially propagated plants (Article 1 (1) and (2), and Article 2 (1) and (2) The conduct referred to in Articles 1 (2) and 2 (2) is considered more serious in the event of repeat offences and offences committed in the exercise of business activities. falsification or alteration of certificates and licences; false or altered notifications, communications and declarations for the purposes of acquiring a certificate or licence; use of false or altered certificates and licences in order to import animals (Article 3-bis (1) possession of live specimens of wild and captive-bred mammals and reptiles, which constitute a danger to public health and safety (Article 6 (4) - Offences pursuant to Law no. 549 of 28 December 1993 concerning the protection of the stratospheric ozone layer and the environment: ozone pollution: breach of provisions covering the termination and reduction of the adoption, production, use, sale, import and export of substances harmful to the ozone layer (Article 3 (6) - Crimes envisaged by Italian Legislative Decree no. 202 of 6 November 2007 on pollution of the marine environment caused by ships: negligent spillage of pollutants at sea by ships (Article 9 (1) and (2) intentional spillage of pollutants at sea by ships (Article 8 (1) and (2) The conduct referred to in Articles 8 (2), and 9 (2) is considered more serious if the breach causes permanent or particularly serious harm to water quality, to animal or plant species, or to parts thereof. The employment of foreign nationals who are illegal immigrants - Italian Legislative Decree 109/2001 (Article 25-duodecies, Italian Legislative Decree 231/01) Cross-border crimes (Articles 3 and 10, Law no. 146 of 16 March 2006) Under Article 3 of this Law, a transnational crime is punishable with imprisonment for no less than four years, if an organized criminal group is involved, and if: a) it is committed in more than one State; or b) it is committed in one State, but a substantial part of its preparation, planning, direction or control takes place in another State; or c) it is committed in one State, but an organized criminal group involved in criminal activities in more than one State is implicated; or d) it is committed in one State but has substantive effects in another State. - Criminal association (Article 416, Criminal Code) Mafia-type criminal association (Article 416-bis, Criminal Code) - Criminal association for the purpose of smuggling foreign tobacco products (Article 291-quater of the consolidated text falling under Italian Presidential Decree no. 43 of 23 January 1973) PAUL WURTH ITALIA S.p.A. RV1 - Organizational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June