Ethical Code

OVERVIEW

This Code of Ethics is based on Principles of Conduct and Action which Vimar S.p.A., together with its subsidiaries and permanent establishments abroad (hereinafter jointly referred to as ‘Vimar’ or the “Company”), has adopted over time and consistently applies in the conduct of its activities. These Principles are shared and applied by all directors, managers, employees and collaborators of the organisation.

Approved by the Board of Directors of Vimar, this Code of Ethics expresses the commitment of Vimar and all its components to operating consistently in full compliance with the laws in force, as well as the ethical rules and values that the Company shares. It also constitutes an integral and substantial part of the Organisation, Management and Control Model adopted by Vimar in accordance with Italian Legislative Decree no. 231/2001 on the administrative liability of entities.

In the conduct of its activities, Vimar also draws inspiration from the values of environmental sustainability, social responsibility and good governance (ESG – Environmental, Social, Governance), recognising these factors as essential elements for the balanced and responsible development of the enterprise, for the creation of long-term value and for the protection of the interests of all stakeholders. In this perspective, Vimar promotes respect for human rights, the efficient and responsible use of resources, the prevention and reduction of environmental and social impacts, integrity in decision-making processes and the dissemination of conduct inspired by responsibility, inclusion and transparency throughout the entire value chain.

The principles contained in this document apply in all countries in which Vimar operates, including through subsidiaries and permanent establishments, to which this Code extends.

All employees and collaborators, as part of the organisational structure of Vimar, are required to comply with the Code of Ethics and to cooperate so that its provisions are correctly observed and enforced.

The Code of Ethics does not exhaust the set of principles to which every employee, collaborator, manager and director must adhere in the conduct of their activity, but supplements the legislative provisions in force as well as the internal regulations, procedures and organisational provisions adopted by the company and available on the company Intranet.

PRINCIPLES OF CONDUCT

Vimar bases every relationship with its stakeholders, both internal and external, including its employees, collaborators, customers, suppliers, partners, public bodies and the local community, on the principles of lawfulness and integrity of action, observing the laws in force in the countries in which it operates.

Every individual who acts in the name and on behalf of Vimar must, in the conduct of their activities, comply with the principles of conduct contained in this Code of Ethics.

The conduct of the entire corporate organisation of Vimar – including its directors, managers, employees and collaborators – is indeed founded on respect for the following principles of conduct:

Respect for people is an indispensable principle for each person’s individual and professional development. The quality of interpersonal relations represents an essential element for the growth and progress of the organisation. Vimar promotes the establishment of personal relations based on the principles of consistency, transparency, fairness and integrity. The Company supports and values those who engage with the company with a sense of responsibility, a proactive attitude and a team spirit.
Integrity requires everyone to behave honestly in their working activities. It does not allow for any compromise in terms of conflict between personal interests and the interests being pursued by virtue of one’s working activity, both within the Company or in relations with third parties, regardless of local practices and customs.
Loyalty demands fairness and transparency in relations with colleagues and, more generally, with all the Company stakeholders, and requires compliance with the provisions and internal rules of the Company.
Professional commitment in performing the assigned tasks requires the constant application of the skills and knowledge acquired, as well as their continuous updating. Every employee and every collaborator is called upon to attend to their own professional growth, enriching it through experience and collaboration with colleagues, adopting a constructive and proactive attitude. Decisions must be based on principles of sound and prudent management, carefully assessing potential risks and recognising that individual choices contribute to the achievement of the Company’s results. Every employee and collaborator must furthermore undertake to make their own contribution in a concrete and responsible manner, adopting behaviours oriented towards risk prevention, the protection of occupational health and safety, and respect for the environment. In this context, they are required to operate with awareness and care, promoting the efficient use of resources, the prevention of waste, and the dissemination of practices consistent with environmental, social and good governance values.

PRINCIPLES OF ACTION

Vimar has also defined the principles of action that govern the conduct of all its directors, managers, employees, collaborators and third parties operating in the name and on behalf of the Company in performing their duties.

Vimar operates with economic and social responsibility, integrating into its activities the principles of environmental sustainability, social responsibility and governance (ESG), in full compliance with the law, the environment, and the protection of occupational health and safety. The Company carefully plans its activities, monitors their outcomes, and promotes the clear assignment of roles and responsibilities, the definition of improvement objectives also in the ESG sphere, the management of risks, and the transparent reporting of relevant information, including that of a non-financial nature.

a) Respect for people

Vimar puts people first, valuing and protecting them. For this reason, it intends to ensure that every employee has fair, equitable working conditions that comply with the law, while also guaranteeing a company welfare system. The Company promotes an inclusive, safe, and respectful work environment that upholds individual dignity, encourages listening, organisational well-being and work-life balance, and counters any form of harassment, abuse, intimidation, or behaviour harmful to the individual.

Child labour Vimar opposes every form of child labour by prohibiting the employment, in the conduct of its activities, of persons below the age established for entry into employment by the regulations of the place in which the employment activity is carried out. Vimar does not enter into contract relationships with parties that do not comply with this principle.
Freedom of association Vimar guarantees its employees the right to be represented by trade unions or other elected representatives in accordance with the legislation and practices in force. Vimar adopts a constructive approach and relationship when negotiating and liaising with trade union organisations.
Human rights, dignity and inclusion Vimar recognises and promotes respect for fundamental human rights in all its activities and business relations, in accordance with internationally recognised principles. The Company rejects every form of exploitation, forced or compulsory labour, human trafficking, abuse, harassment, or discrimination, and commits to fostering an inclusive, accessible, and diversity-respecting work environment, valuing the contribution of each individual and promoting equal dignity and opportunity throughout the entire value chain.
Equal opportunities Vimar undertakes to ensure that all aspects of the employment relationship, such as recruitment, training, remuneration, promotions, transfers and termination of the relationship are based on objective criteria tied to the type of job and skills, avoiding any form of discrimination and, in particular, based on race, gender, sexual orientation, social and personal position, physical condition and health, disability, age, nationality, religion or personal beliefs. Vimar furthermore commits to promoting diversity, equity, and inclusion in organisational processes and in the development of people, rejecting any behaviour contrary to these principles.

b) Respect for rules in business practices

Vimar promotes ethical business practices, based on honesty and loyalty, orienting the conduct of all its employees towards such principles. Business relationships are established and managed through contracts that comply with applicable legislation, in full respect of free competition and the principle of fair dealing. No employee shall abuse privileged information, nor provide false or inaccurate data, nor adopt unfair business conduct or practices.

c) Respect for the law

The Company observes, in every area of its activity, the laws and regulations in force in the countries in which it operates, directly or through subsidiary companies and permanent establishments. This commitment also encompasses compliance with the international restrictive measures adopted by the European Union, the United States and the United Nations in relation to imports and exports.

Every employee, regardless of the role held, is required to be familiar with the regulations applicable to their activity and the related implications, and is adequately trained and informed on the legislative provisions and the rules defined by the Company’s organisational systems.

Vimar also expressly prohibits taking advantage of any gaps or shortcomings in the law if the behaviour adopted conflicts with company rules and principles.

d) Respect for health and safety at work

The Company adopts all necessary measures to ensure the protection of health and safety in the work environment, as well as the prevention of all potential sources of risk with a view to continuous improvement. Vimar promotes a culture of prevention, accountability and the timely reporting of risks, potential hazards, incidents, injuries and unsafe conduct, encouraging the active involvement of individuals and the adoption of effective corrective measures.

This policy is applied without distinction, both to its own employees and to the employees of external undertakings operating within the company’s premises.

In order to develop and monitor compliance with health and safety regulations, the Company makes use of a shared and constantly updated system, founded on the Risk Assessment Document, which is periodically reviewed, certified by independent bodies and which refers to international standards (UNI EN ISO 45001) and the Company’s Quality, Environment and Safety Policy.

All employees, collaborators and third parties are required to scrupulously observe all measures set out in the procedures and internal regulations adopted by Vimar in relation to occupational health and safety, and to contribute to their implementation and application through proposals and reports.

e) Respect for the environment

Vimar, with a view to sustainable development and with attention to the territory and the community, actively promotes the protection of the environment.

The Company undertakes to prevent pollution, to progressively reduce the environmental impacts, both direct and indirect, of its activities, to use energy, water and raw materials efficiently, to limit the production of waste and to encourage reuse, recovery and, where possible, circular economy principles throughout the life cycle of products and processes.

Vimar prevents risks to people and to the environment not only by observing the applicable legislation in this area, but also by taking into account developments in scientific research and best practices in the field. These objectives are also pursued through voluntary compliance with the reference standard for environmental management systems UNI EN ISO 14001, by implementing the Quality, Environment and Safety Policy. The Company also promotes attention to the issues of climate change, energy efficiency, responsible product design, the reduction of emissions and the protection of the territory, encouraging employees, collaborators and business partners to adopt conduct consistent with such principles throughout the entire value chain.

f) Respect for the community

Vimar, mindful of the impact — including indirect impact — that the conduct of its activities may have on the context in which it operates, on economic and social development and on the general well-being of the community, undertakes to direct its investments and its development in a sustainable manner. The company operates in respect of local communities and the environment, promotes dialogue with relevant stakeholders and supports social responsibility initiatives that foster sustainable development, the well-being of communities, the protection of the environment and the dissemination of technical culture, safety and responsible innovation.

g) Respect for the principles of transparency required by fiscal, accounting, administrative and corporate regulations

Vimar adopts adequate standards of financial planning, management control and accounting systems, while operating with the utmost transparency. This transparency is founded on the accuracy, completeness and verification of underlying information in accounting records and, more generally, in corporate reporting, including sustainability information. The documentation relating to Vimar’s activities is legally required to be complete, accurate and reliable. All the Company’s documents must be drawn up with diligence and transparency and must not contain any false data that does not reflect the company’s real situation. In accordance with company principles and procedures, all payments must be supported by adequate documentation.All payments made or received by Vimar must be correctly recorded in the Company’s accounting books, documents and accounts, and no records must be omitted or intentionally misreported in order to use the relevant sums for unlawful purposes and/or in breach of company procedures. When implementing its policies, Vimar shall ensure the timely drafting of periodic financial reports which are complete, accurate, reliable, clear and comprehensible. All Vimar employees and collaborators who interact with corporate supervisory bodies shall maintain a behaviour of maximum collaboration and transparency. The Company recognises integrity and the responsible management of financial and information resources as fundamental elements for ensuring a sound and sustainable corporate governance.

h) Respect for the rules of free competition

Vimar upholds the value of fair competition and recognises the principles inherent in a market economy, refraining from any collusive behaviour or abuse of a dominant position. Agreements or understandings that violate the rules of free competition and antitrust legislation are prohibited, including, by way of example but not limited to, agreements with competitors aimed at price-fixing, market sharing, or the joint definition of commercial strategies, sales conditions and pricing policies.

i) Anti-corruption

Vimar is committed to complying with the anti-corruption laws in force in all countries in which it operates, including through subsidiary companies or permanent establishments, and requires all its employees and collaborators to act with honesty and integrity at every stage of their working activities carried out for Vimar, both in relations with the public administration and in dealings between private parties.

j) Relations with suppliers

Vimar requires its suppliers, through specific contractual clauses, to comply with the principles and values set out in this Code of Ethics, made available to third parties by publication on the Company’s website.

Personnel who interact and negotiate with suppliers are required to communicate with fairness and transparency with an approach based on quality and service levels as well as cost competitiveness during the selection phases and for the entire duration of the supply.

The selection of suppliers takes place on the basis of an overall assessment that considers, in addition to the quality of the products and services offered and the professional and technical expertise, also the supplier’s compliance with the principles of legality, ethics and sustainability. Vimar, depending on the significance of the relationship, also evaluates its suppliers on the basis of the adoption of responsible conduct with regard to environmental, social and governance matters, respect for human rights and compliance with regulations on labour, health and safety, the environment, anti-corruption and data protection.

Vimar also carries out periodic checks to verify the maintenance of the requirements that determined the choice of supplier and, where necessary, promotes improvement and remedial actions. The execution of every supply contract must always be based on criteria of transparency and lawfulness, avoiding any form of abuse of economic dependence and fostering a supply chain that is reliable, responsible and consistent with the principles of this Code of Ethics.

k) Relations with customers

Fairness and respect for customers play a central role for the Company. Relationships with customers must be based on mutual trust and satisfaction. In particular, we are committed to providing customers with quality products, services, support and advice. All relations with customers must be based on principles of transparency, respect for market rules and antitrust regulations. Relations with customers must be based on reliable, correct behaviour, providing the customer with complete and accurate information on every product and service offered.

l) Relations with the Public Administration

All relations with the Public Administration must be based on compliance with the principles of legality and transparency and must be managed exclusively by the company departments appointed and/or delegated to do so.

Each employee and collaborator must refrain from making any kind of payment to a Public Administration official or their family members, or offering any other commercial or economic advantage so as to obtain or maintain an appointment or administrative measure.

Gifts, presents and other gratuities to public officials or persons entrusted with a public service are prohibited.

m) Anti-money laundering

Vimar conducts its business in full compliance with current anti-money laundering regulations and provisions issued by the competent authorities.

As such, each employee and collaborator shall undertake to avoid carrying out operations that may cause suspicion in terms of correctness and transparency. In particular, all employees shall undertake to check in advance the information available on customers, suppliers and external collaborators in order to verify their respectability and lawfulness of their activities, promptly informing the Supervisory Body of any anomaly found, in accordance with the relevant corporate procedures.

Employees shall also undertake to operate in such a way as to avoid involvement in operations that may even only potentially support money laundering from illegal or criminal activities, and to act in full compliance with anti-money laundering regulations.

n) Economic relations with associations, contributions and sponsorships

The management of contributions and sponsorships must always be based on compliance with the criteria set out in the company procedures and policies. Such initiatives must be consistent with the values of the Company and, in particular, must be transparent, traceable and directed, where possible, towards the promotion of social, cultural, educational, technical or environmental objectives consistent with Vimar’s corporate identity and social responsibility.

o) Conflict of interest

A conflict of interests arises whenever an employee or collaborator finds themselves in a situation of having to choose between their own interests and those of the Company. Specifically, each employee/collaborator is required to avoid any possible conflict of interests, refraining from carrying out the activity that gives rise to the conflict. The services rendered within the scope of the employment or collaboration relationship with Vimar must not, in fact, be conditional on personal profit or personal advantage, but one must act in the interest of the Company, avoiding any possible situation of conflict. All Vimar employees must immediately report to his/her line manager any situation that constitutes or may constitute a conflict of interest.

p) Protection of company information and personal data

The employees and collaborators of the Company, in the course of carrying out their work activities, may become aware of information considered confidential by the Company or by the Company’s partners. With regard to such information, all employees/collaborators must be aware of and implement the provisions of the Company policies on the security of information, including information in electronic form, in order to guarantee its integrity, confidentiality and availability, both during the period they work for Vimar and after the termination of their contractual relationship. Each employee/collaborator is responsible for the confidential data they process and is required to indicate them as confidential, taking all security measures to maintain their confidentiality. Every employee/collaborator who is in possession of or becomes aware of confidential information and, in any event, of information that is not in the public domain, has the responsibility to keep it as such and not to disclose it, either within or outside the company, unless expressly authorised by the Company. This obligation shall remain in force even after the termination – for whatever reason – of the employment relationship. All information obtained by an employee/collaborator in the performance of their activities is and remains the property of Vimar.

Vimar, in its capacity as Data Controller, processes the personal data of its employees, collaborators and, more generally, of all natural persons with whom it comes into contact, in full respect of the confidentiality and privacy of the data subjects, in accordance with the legislation in force on the matter.

In particular, the Company:

• has established a system for processing information and personal data, which ensures a proper separation of roles and responsibilities, as well as compliance with privacy regulations;

• requires third parties, who are involved in the processing of personal data, to sign agreements for the processing of such data.

q) Protection of company property

Every employee and collaborator is required to work diligently to protect the Company’s assets, both tangible and intangible, through responsible behaviour in line with the operating procedures established to regulate their use and by avoiding uses other than those permitted. Vimar’s computers and e-mail accounts, as well as the information contained therein, are the property of Vimar and must be used exclusively for company tasks and purposes in accordance with the provisions contained within the Company Regulations for the Use of the IT System adopted by the company.

In particular, all employees and collaborators must:

• use the company assets entrusted to them with diligence and care;

• use a company asset only if expressly authorised, in an appropriate manner and in compliance with the laws and company regulations, for company purposes;

• refrain from using company assets for personal use unless expressly authorised by the Company;

• avoid improper use of company assets that could cause damage to those assets or to third parties, reduce efficiency, or that are otherwise contrary to the interests of the company.

With regard to IT applications, all employees and collaborators shall:

• scrupulously comply with the provisions of the Company’s security policies in order not to compromise the functionality and protection of the IT systems;

• read and comply with the provisions contained in Vimar’s Company Regulations for the Use of the IT System;

• not browse websites with indecent or offensive content or content that is in any case unrelated to the interests of the Company and to the work activity carried out;

• not use company resources to reproduce, display, distribute or store material that violates any trademark, copyright, licence or other intellectual property rights;

• not copy authorised software onto devices other than the original ones.

r) Social Media

When using social media, employees and collaborators must maintain conduct that is respectful of confidentiality, integrity and company policies, avoiding any action that could compromise the image or reputation of Vimar. In particular, it is prohibited to disclose confidential or unverified information concerning the company; to publish photographs, videos or content showing internal activities, work environments, production facilities or company documents, unless expressly authorised; to express offensive or denigrating comments, or comments inconsistent with the principles of this Code of Ethics; to use company logos, trademarks or materials without authorisation; to share content that could mislead, cause reputational damage or give rise to the assumption of an official position on the part of the Company.

s) Artificial Intelligence

Vimar promotes the use of Artificial Intelligence provided that this occurs in an ethical, responsible, safe and legally compliant manner. The use of such tools always requires adequate human supervision, strict compliance with the rules on privacy, information security and intellectual property, as well as the exclusive use of solutions previously authorised by the Company. It is therefore expressly prohibited to use AI tools not previously approved by Vimar, and it is in any event prohibited to enter confidential or personal data into unauthorised platforms, to generate misleading, discriminatory, harmful or potentially injurious content, or to violate the rights of third parties, including licences and copyright. Any anomaly, incident or improper use must be reported promptly.

VIOLATIONS OF THE CODE OF ETHICS AND SANCTIONS

a) The internal control system

This Code of Ethics is one of the underlying elements of the internal control system and is an integral part of the Organisation, Management and Control Model adopted by Vimar in compliance with Italian Legislative Decree no. 231/2001.

The internal control system must be geared towards adopting tools and methods aimed at countering potential business risks, so as to achieve a reasonable guarantee of compliance not only with the law but also with the internal procedures and provisions. In this context, Vimar also promotes the monitoring of risks and opportunities that are relevant from an environmental, social and governance perspective, in keeping with its own organisational structure and with the processes of control and continuous improvement.

Management must constantly verify that conduct complies with the provisions of this Code of Ethics and, where necessary, must implement specific verification programmes.

Violation of the Code of Ethics shall result in the Company imposing disciplinary measures against those who do not comply with the contents of the Code. Ignorance of this Code of Ethics may not be invoked as an excuse to avoid sanctions. Vimar shall also take action against its own suppliers and customers to ensure that they comply with the contents of this Code of Ethics by means of specific contractual clauses.

b) Compliance with the Code of Ethics, reporting violations to the Supervisory and Control Body (for Vimar S.p.A. employees)

Compliance with the rules of the Code of Ethics shall be considered an essential part of the Company employees’ contractual obligations pursuant to and for the purposes of Article 2104 of the Italian Civil Code.

It shall also be considered an essential part of the contractual obligations assumed by non-employee collaborators and/or persons having business relations with Vimar.

The Company’s management bears responsibility for ensuring that the Company’s employees and collaborators observe the principles contained in this Code of Ethics, including through specific training, information and awareness-raising activities, including those relating to the topics of sustainability, integrity, human rights, health and safety, environment, privacy, anti-corruption and the responsible use of technologies.

In order to ensure the effective application of the Code of Ethics, Vimar — in compliance with privacy and individual rights — has set up a reporting channel, external to the Company’s information systems, through which all those who become aware of possible breaches of the Code may report such breaches freely, directly and in a confidential manner to the Supervisory Body.

Considering that the Code of Ethics is an integral and substantial part of the Organisation, Management and Control Model adopted by the Company, like breaches of the Model, breaches of the Code of Ethics may also be reported through the “Whistleblowing” digital channel, which is accessible via the Company’s website at Whistleblowing (vimar.com). Following the report, the Supervisory Body will promptly initiate appropriate investigations and, where a breach is established, the Company shall adopt adequate sanctions.

Vimar further guarantees that the reporting party shall not be subject to any form of retaliation — including indirect retaliation — (including, by way of example, dismissal, suspension, demotion, failure to promote, downgrading or the provision of negative references). This protection applies where, at the time of making the report, the reporting party had reasonable grounds to believe that the information relating to the breaches reported, disclosed or denounced was true and attributable to conduct relevant within the meaning of the whistleblowing legislation, and the report was made in accordance with the procedures laid down by Italian Legislative Decree no. 24/2023.

Any form of retaliation against anyone who has reported possible violations of the Code of Ethics, or who has requested clarification on how it is applied, shall also constitute a violation of the Code of Ethics.

c) The sanctions system

Breaches - where ascertained - of the principles set out in this Code of Ethics and in the procedures provided for by the internal protocols undermine the relationship of trust between the Company and its directors, employees, consultants, collaborators of various capacities, customers, suppliers, commercial and financial partners.

Breaches shall be sanctioned promptly and immediately through the adoption — compatibly with the provisions of the applicable regulatory framework — of disciplinary measures and/or sanctions that are adequate and proportionate, regardless of the potential criminal nature of such conduct and of the initiation of criminal proceedings in cases where such conduct constitutes a criminal offence.

With regard to employees and collaborators of Vimar S.p.A.’s foreign entities (subsidiary companies and permanent establishments), any sanctions for breach of the principles established by the Code of Ethics shall be adopted in accordance with the applicable local legislation.

With regard to customers and suppliers, the Company reserves the right, through specific contractual clauses, to terminate the contractual relationship with immediate effect in the event of a breach of the principles established by this Code of Ethics.

In order to protect its image and resources, the Company shall in fact not enter into relations of any kind with persons who do not intend to operate in strict compliance with the regulations in force and/or who refuse to behave in accordance with the values and principles laid down in the Code of Ethics, or refuse to comply with the procedures and regulations laid down in the annexed protocols.

IMPLEMENTATION OF THE CODE OF ETHICS

This Code of Ethics is disseminated through:

posting on Company notice boards;
publication on the Company Intranet;
delivery to the Unitary Trade Union Representatives and RLS;
publication on the corporate website to allow suppliers, customers and third parties outside the Vimar organisation to become acquainted with it;
sharing with the permanent establishments and adoption by the subsidiary companies of Vimar S.p.A.

History of changes

Version 1.0: Drafting of the Code of Ethics, 31/03/2009
Version 2.0: Review and supplementation of the Code of Ethics, 02/02/2021
Version 3.0: Review of the Code of Ethics, 27/09/2023
Version 4.0: Review of the Code of Ethics and extension to the subsidiaries and permanent establishments abroad of Vimar S.p.A.; integration of ESG and AI principles., 22/06/2026