Q8 Code of Ethics

At all levels, Kupit management demonstrates clear leadership, commitment, and engagement to achieve excellent business results and transform them into a competitive advantage. To achieve these objectives, Kuwait Petroleum Italia S.p.A., in accordance with the KPI Business Management Policy, is committed to:

• Providing value and customer satisfaction in products and services through continuous improvement, personnel development, and social responsibility.
• Creating and sustaining a culture where business results are the responsibility of all employees and business partners.
• Defining objectives and targets that ensure continuous improvement and allow performance to be evaluated against them.
• Continuously reviewing and improving the Business Management System.
• Being open and transparent by proactively engaging with all stakeholders and equipping itself with tools to ensure that important information is shared with them.
• Managing the business according to high ethical standards.
• Fully complying with laws, regulations, and standards in the countries where it operates and its own high internal standards.
• Proactively identifying risks and opportunities arising from current and future activities and implementing actions that enable it to take full advantage of opportunities, eliminate hazards, and minimize risks, including through the involvement of its collaborators.
• Clearly demonstrating commitment to meeting the principles of Responsible Care, including environmental protection and improving health and safety at work; these commitments materialize in pollution prevention and promoting initiatives for efficient energy use, as well as providing safe and healthy workplaces to prevent work-related injuries and illnesses.

Kuwait Petroleum Italia S.p.A. is committed to periodically reviewing this Policy to ensure that it remains aligned with business needs.

1) Information Channels

In a corporate context, any reports concerning the commission of crimes within business activities or behaviors inconsistent with the company's code of conduct must be collected and brought to the attention of the Control Body. The Control Body will evaluate the reports received at its reasonable discretion and will act to protect the whistleblowers from any form of retaliation, discrimination, or penalty, while also ensuring the confidentiality of the whistleblower's identity, except as required by law and the protection of the rights of the company or individuals wrongly accused and/or acting in bad faith.

2) Personal Conduct

The principle of respect for the individual is embodied in Kupit through the utmost consideration for the privacy and dignity of each employee. Kupit is known for its transparency in conducting business. This hard-earned reputation is never taken for granted; it relies on the actions of each employee, in accordance with laws and regulations, as well as strict adherence to internal procedures. These procedures not only set the standards the company establishes for the proper conduct of its activities but also serve as an indispensable tool to mitigate any risk of legal violations, even inadvertent, in the course of professional performance. It is not an exaggeration to say that the integrity and image of Kupit are in the hands of its employees. Therefore, if an employee's behavior undermines the interests of Kupit, the company's intervention would become necessary.

In this sense, Kupit may adopt disciplinary measures in accordance with the National Collective Bargaining Agreement against those employees who have behaved in ways that contradict the company's ethics, as reflected in the guidelines contained in this document and the internal procedures.

3) Working Environment

Kupit strives to provide its staff with a healthy, safe, and efficient working environment. The workplace atmosphere must also be free from discrimination based on race, religion, gender, political and union opinions, sexual orientation, age, origin, disability, or other factors unrelated to job performance.

Kupit will not tolerate any behavior, action, or comment in the workplace that may create a climate of intimidation or offend in any way. For those who feel they are victims of such behavior, the channels mentioned above are available to bring these issues to the company's attention.

Any reports from employees concerning the aforementioned behaviors will be taken into immediate consideration. Kupit will not tolerate any intimidating or discriminatory attitudes and will adopt appropriate disciplinary measures against those who engage in such behaviors or abuse their position of authority within the company.

Other prohibited behaviors that would negatively impact the working environment include, but are not limited to:

• Threats;
• Violent behavior;
• Possession of any type of weapon;
• Use of recording devices, including video phones or cameras, for purposes other than those approved by management;
• Use, distribution, sale, or possession of drugs or other controlled substances not to be taken for medical reasons.

Additionally, employees must not remain in Kupit premises or in a Kupit work environment if under the influence of drugs or other controlled substances taken for non-medical purposes, or alcoholic beverages.

The same rules apply and must be followed in all Kupit-owned locations entrusted to third parties, regardless of the nature of the arrangement, such as leasing, rental, or loan, where activities primarily related to the sale of products marketed under the Kupit brand take place.

4) Employee Privacy

Kupit processes personal information related to its employees, including salaries, benefits, and health information, in full compliance with the provisions of Legislative Decree No. 196/03. Since Kupit is an organization with specific internal processes, managerial structures, and technologies that may cross national boundaries, employees acknowledge that, in order to carry out these activities, Kupit may process their personal information in accordance with the law.

Kupit will operate with the intent to protect personal information at the highest standards, regardless of who processes it.

For example, access to employees' personal information is limited to those who need to know it to carry out their work. Personal data is shared with third parties only with the employee's consent. Employees who have access to personal information must ensure that such information is not disclosed in violation of Kupit policies or practices.

Personal data and belongings, messages, or information that the employee considers personal should not be stored in the workplace, for instance, in systems, including phone systems, electronic files, desks, lockers, or, in general, in offices. Kupit management has the right to access such areas. Furthermore, in order to protect its employees and property, Kupit has the authority to inspect employees' personal belongings, with their consent, including briefcases and bags, located in Kupit premises or recently removed from them. Kupit expects employees to cooperate to allow such activities to take place. No employee may access a colleague's workstation, including their electronic files, without the prior consent of the colleague who occupies that workstation.

5) Protection of Kupit Assets

Kupit's assets consist of a wide variety of tangible and intangible assets, many of which are of great value for maintaining its competitiveness and success. They also include intangible assets, which are also of great importance. Thus, they encompass not only physical assets but also valuable proprietary information. These may be subject to intellectual property protection.

They also include confidential data entrusted to employees for the performance of their work. The protection of all these assets is essential. Their loss, theft, or misuse could jeopardize the future of Kupit.

It is the responsibility of each Kupit employee to protect not only the assets entrusted to them but also to contribute to the protection of the company's assets in general. To this end, knowledge and adherence to security procedures are particularly important.

Each employee must be vigilant to any situation that could lead to the loss, theft, or misuse of Kupit assets, and report such situations to the Security officers or their supervisor as soon as they become aware of them.

The following sections provide further details on this topic.

Kupit Assets

Kupit's premises, equipment, systems, and assets may be used exclusively for carrying out the company's activities or for purposes authorized by management.

Internal Information Systems

For conducting Kupit's activities, there is an increasing reliance on internal information systems and communication means, which must be used appropriately.

Like all other Kupit assets, these systems and the information they provide through a wide range of databases may be used exclusively for conducting business activities or those activities expressly approved by management. It is inappropriate, for example, to use Kupit systems to browse the Internet for purposes unrelated to one’s professional activity. It is also inappropriate to use them in ways that interfere with the productivity of the employee or others. Unauthorized use, regardless of whether it generates a personal benefit, is considered misappropriation of Kupit assets. Therefore, anyone using these systems must ensure they are authorized and use them correctly.

Proprietary Information

Proprietary information refers to information owned by Kupit. Not all proprietary information of Kupit is confidential and may be protected by patents or other intellectual property rights. Such information includes management, financial, commercial, and customer service plans related to products; it also includes data related to personnel and salaries. Proprietary information also encompasses projects, know-how, technical processes and production, business and production plans with external suppliers and associated companies, and numerous internal databases, as well as materials protected by third-party copyright, such as software used by Kupit.

Many of this information results from the ideas and efforts of many individuals and has required significant investments in planning, research, and development. This specific information allows Kupit to gain advantages and remain competitive in the market; if competitors were to gain access to this information, it could harm Kupit.

The value of this proprietary information is well known today, not only to competitors but also to others interested in the oil sector, including stock analysts, financial operators, media representatives, and consultants. The communication of proprietary information to these individuals and the potential misuse of such information can cause severe damage to Kupit. A leak regarding an unannounced product or a not-yet-effective corporate decision may, for example, benefit other companies in developing a competing product, just as unauthorized dissemination of information regarding the company’s reorganization may negatively impact employee morale or hinder the achievement of the company's goals.

It is likely that Kupit employees have access to information or intellectual property that the company considers proprietary. At the same time, given the growing interest in the market and the increasingly competitive nature of the industry, the chances of contact with those seeking to acquire such information are higher than ever.

Therefore, it is essential to know that proprietary information should not be used or disclosed without express authorization from Kupit management, and appropriate measures should be taken to prevent loss or even accidental dissemination of such information.

Inadvertent Disclosures

Employees must be careful not to inadvertently disclose confidential information.

To avoid inadvertent disclosures, it is essential to refrain from discussing with unauthorized individuals information that has not been made public by the company.

Furthermore, confidential information should not be used, even with authorized Kupit employees, in the presence of third parties or in public places (such as at a reception, trade show, or on an airplane). This also applies to conversations with family or friends who may innocently or inadvertently pass the information on to someone else.

Finally, it is worth remembering that leaks can begin with the most insignificant disclosures, as pieces of information can be combined with others obtained from various sources, ultimately providing a fairly complete picture.

Requests for Information and Contacts with the Press and Third Parties

Kupit’s activities, like those of all oil companies, are closely followed by journalists, consultants, and financial operators. Only employees authorized to interact with these individuals should provide them with information. Others may refer them to the following company functions:

• Journalists and consultants: Human Resources and External Relations Department.
• Financial operators: Finance and Planning Department.

If a lawyer, investigator, or public official—including judicial police officers—requests information from a Kupit employee, the Legal Department must be informed of such requests. The direct supervisor may resolve any doubts regarding which department the person seeking

For each transaction, there must be adequate documentation to enable checks at any time that verify the characteristics and reasons for the transaction, as well as identify who authorized, performed, recorded, and verified the transaction itself.

Obligations Regarding the Disclosure and Use of Confidential Information

One of the obligations of Kupit employees is not to disclose any confidential information of Kupit to external parties. Another obligation is to use this information solely in the performance of the company’s activities. This applies regardless of who developed the data to which this information pertains.

Intellectual Property Rights of Kupit

Anyone holding a managerial, technical, design, product planning, programming, scientific, or any other professional position assigns to Kupit the rights to any results of their professional activities, including any new ideas, inventions, computer programs, or developments of previously known ideas that may have been developed, if they fall within the scope of the company’s current or future activities, or if they arose from work at Kupit or were suggested by it. According to the law, this principle applies regardless of where and when (whether during or outside of working hours) the idea or invention was created and/or developed. Such creation and/or development must be reported to Kupit, and ownership must be protected as any other proprietary information of the company. However, if the concerned employee believes that the idea or invention does not fall within the scope of the company’s current or future activities, or did not arise from or was suggested by their activities within the Company, they may consult with the Legal Department.

For the entire period of employment with Kupit, any employee who intends to apply for a patent can consult the Legal Department. Each employee must provide the Legal Department with a copy of any patent obtained or applied for regarding any idea, creation, or invention developed during their employment, related to the duties assigned to them and pertaining to company activities.

When Leaving Kupit

When leaving Kupit for any reason, including retirement, all company property must be returned, including documents and electronic media containing proprietary Kupit information; confidential information of Kupit must not be disclosed or misused. Developments considered "intellectual property" made by an employee during the course of their employment, or the fruit of their professional activity, will continue to remain the property of Kupit even after they have left the company.

Legal Actions

Kupit intends to safeguard its assets, if necessary, by taking legal action against all involved parties, as it considers these assets extremely valuable to its interests.

Registration and Dissemination of Information

Information must be recorded and disseminated not only accurately but also correctly.

Every employee registers various types of information or disseminates it within the company. Some examples include recording hours worked, a technician compiling a report, an employee listing sold products, a financial analyst recording revenues and costs, a researcher preparing a report on conducted research, and a maintenance technician completing an intervention report.

Expense reports are also important documents. Employees are entitled to reimbursement of expenses, but only if such expenses have actually been incurred. Seeking reimbursement for an unused lunch, untraveled kilometers, or unused airline tickets or other non-incurred expenses is unlawful and prohibited.

In accordance with tax regulations, Kupit is required to maintain records that reflect all its operations. It is essential that such records are kept accurately, regardless of whether the law requires it.

The dissemination of untrue information within Kupit, for example, to management or auditors during internal investigations, is prohibited. Similarly, disseminating untrue information outside the company is also forbidden. Such behavior includes not only the dissemination of inaccurate information but also organizing it in a way that confuses or misleads the recipient. Special care must be taken not to provide false or misleading information in financial reports destined for external parties, in environmental control reports, in various documents submitted to public entities or kept to comply with legal provisions, and in reports on the status of contracts. Extra care should also be taken regarding data related to the supply of goods and services to public customers.

Moreover, those responsible for preparing the financial statements and those who, more generally, participate in their formation are required to clearly disclose the evaluation criteria followed, providing any supplementary information, as well as to provide the fullest cooperation during the control activities of shareholders, other corporate bodies, or auditing firms.

Similar principles of clarity and correctness must finally be followed in all communications mandated or otherwise required by law directed to shareholders, the public, or authorities, ensuring that they contain clear, precise, truthful, and complete information.

Registration of Kupit’s Actions and Operations

All actions and operations of the company must be properly recorded and it must be possible to verify the decision-making, authorization and executive process related to them.
For each operation there must be adequate documentary support in order to make possible, at any time, to implement checks that certify the characteristics and motivations of such operation and identify who authorised, performed, recorded and verified the operation itself.

Kupit conducts its business affairs inspired by ethical and legal principles. This integrity is required of everyone purchasing goods or services for the company, and generally anyone who represents Kupit in the commercial sector, whether in sales or procurement.

Today, Kupit deals with an increasing number of external organizations, including subsidiaries, affiliates, or business partners, with whom it often simultaneously maintains various types of business relationships.

Regardless of the type of organization one is dealing with and its relationship with Kupit, the following general rules must always be respected:

1) Avoid giving false impressions

No one should create misleading impressions or provide false or biased information. If someone feels they have been misunderstood, they must promptly correct the misunderstanding.

Honesty, based on clear communication, is an integral part of ethical behavior, and the trust that results from it is essential for a healthy and lasting relationship.

2) Relationships with suppliers

When selecting suppliers in competition with each other, all decision-making elements must be impartially evaluated, whether working within central offices, local branches, or any other company division, regardless of whether purchasing large or small quantities of products or requesting a single, minor repair or any other service.

Regardless of whether one has actual influence on supplier selection decisions, no one should exert any real or apparent pressure to obtain "favorable treatment" for a particular supplier. Even the appearance of such behavior can undermine Kupit’s procedural integrity.

To ensure fair selection, Kupit evaluates its suppliers based on competitiveness. Kupit's prices, information, and evaluations regarding suppliers are confidential.

Employees or former employees may not use such information outside the company without written authorization from management.

3) Competition

Kupit competes vigorously with its rivals. If it becomes necessary to change prices or service conditions, these changes must be specifically approved by the designated managerial lines. No modification to contractual conditions or service performance should be arbitrarily applied to a customer without prior authorization.

Kupit requires those representing it in marketing or customer service activities to compete effectively but fairly.

Denigration
It is Kupit's established policy to sell products and services based on their value and quality, without denigrating the competition, its products, or services. False or biased statements, even if only implied, are not permissible, nor should comparisons be made that may put a competitor in a bad light, except within the limits allowed by "comparative advertising" laws. The Legal Department can provide support on this issue.

Behavior contrary to these principles can only damage relationships of respect with customers and suppliers.

In short, it is important to emphasize the benefits of Kupit's products and services, ensuring that any comparisons made are fair and accurate.

4) Relationships with other organizations

Some companies have more than one type of relationship with Kupit; other companies may be competitors, suppliers, and end-users of Kupit products. Furthermore, Kupit maintains business relations with many other organizations that continue to emerge in our sector. These include leasing companies, software houses, banks, and other financial institutions, providers of goods or services, service and support companies, manufacturers, independent distributors, and others that either compete with Kupit, buy from Kupit, or sell to Kupit. In each case, it is important to understand the specific type of relationship that exists with each company.

Business contacts with competitors

Since many companies have various relationships with Kupit, it is important to recognize cases where a supplier or customer is also a competitor. Relationships with such companies require additional caution. It is inevitable that Kupit employees and competitors will meet, speak, and attend the same business meetings. Many types of contact are perfectly acceptable when following established procedures.

These include selling to companies in the same sector; purchasing from such companies; participating in joint bids previously approved; defining product technical standards; participating in industry organizations (such as the Oil Union); and joining study commissions, foundations, and trade associations. However, even these contacts require caution. Strict adherence to company procedures eliminates the risk of misconduct, but in case of doubt, employees should consult their manager.

Prohibitions

When in contact with representatives of competitors, it is absolutely necessary to avoid discussing issues such as pricing policies, contract conditions, costs, inventories, product announcement plans, market research, promotional campaigns, production plans, and generally any type of "sensitive" information that could lead to accusations of anti-competitive collusion, as well as any proprietary or confidential Kupit information.

Any collaboration or discussion on these topics with competitors may be illegal. If a competitor raises any of these issues, it is essential to immediately communicate Kupit’s position, stop the conversation, state that such topics will not be discussed, and, if necessary, leave the meeting. Ultimately, each employee must avoid involving themselves or Kupit in any illegal activities with competitors and limit themselves to what is clearly lawful. Additionally, any situation related to these topics should be reported immediately to a supervisor.

5) Acquisition and use of third-party information

In the course of their work, employees may become aware of information about many other organizations, including competitors. This, in itself, is not wrong or unethical. Kupit legally gathers such information, for example, when granting credit to a customer or assessing a supplier. Additionally, Kupit collects information about competitors from various legitimate public sources and uses it to compare its own products, services, and marketing strategies with those of the competition. Gathering this information is necessary in the competitive system in which Kupit operates.

However, there are limits to how this information, particularly concerning competitors, is acquired and used. No company should use illegal methods to obtain trade secrets or other confidential information from competitors. Illegal practices such as industrial espionage, trespassing, theft, bribery, or wiretapping are obviously prohibited. Similarly, it is illegal to hire a competitor's employee solely to obtain confidential information. Soliciting confidential information from a competitor’s employees, suppliers, or customers is also illegal.

Kupit will not tolerate any form of information gathering carried out by dubious means.

6) Third-party proprietary information

Other organizations, like Kupit, have information and intellectual property they wish to protect. This is also true for individuals. Like Kupit, these entities are sometimes willing to disclose their confidential information. If a Kupit employee receives confidential information from a third party, they must proceed with the utmost caution to avoid accusations of improper use or appropriation of such information.

Before receiving such information, employees should ensure Kupit has a formal agreement with the third party governing the use of the information.

4.        Use of Trademarks

Kupit and many other companies use trademarks (words, names, symbols, or other identifiers) to identify and differentiate their products.

For example, the capital letters "Q8" and the logo represented by the 'sails' are registered trademarks. Different classifications may be applied to trademarks in other countries.

It is important that Kupit’s and other companies’ trademarks are recognized as such and used correctly worldwide. In particular, one must always ensure that the trademark is spelled correctly and graphically reproduced as usually represented by the trademark owner.

Always avoid using the trademark as a generic name; rather, try to use it as an adjective. In any publication, it should be clearly indicated, the first time a name or symbol is used, whether it is a trademark of Kupit or another company. Again, it is crucial to respect internal procedures to avoid any risk of improper conduct, and for any residual doubt about the correct use of the trademark, one should consult their manager.

5.        Gifts and Permissible or Improper Treats

The exchange of gifts between employees of different companies can range from widely distributed promotional items, which Kupit employees are allowed to give or accept, to improper gifts that are undoubtedly not permitted. Gifts include not only material goods but also services, promotional prizes, or discounts on personal purchases of goods and/or services.

Below are some general guidelines regarding the exchange of gifts.

Any exceptions to these general directives may be approved by the appropriate management lines, provided they are not illegal or illicit practices.

Business Entertainments

It is permissible to offer and accept normal business entertainments, such as offering lunches, as long as the related expenses remain within reasonable limits and are not practices prohibited by law or business customs. Furthermore, it is often necessary for a supplier, including Kupit, to provide training or executive briefings to clients. In this case, it is permissible to accept or provide some services related to this type of activity: transport by airplanes, ferries, or trains to and from company locations, accommodations, and meals at company locations are generally acceptable.

Gifts - Acceptance

No employee, either directly or through family members, may solicit or accept money. Other gifts from a supplier or customer may not be solicited or accepted if they could influence or even merely give the impression of influencing the normal course of Kupit’s business.

However, unless specific Kupit directives state otherwise, it is permissible to accept promotional prizes and/or discounts offered by transportation, oil, hotel, car rental companies, and restaurants, provided that the right to such prizes and/or discounts arises from personal participation in promotional programs offered indiscriminately to all users. It is also permissible to accept gifts of modest value (e.g., samples of new products distributed for advertising purposes), as long as they are gifts traditionally offered to all who have the same type of relationship with that customer or supplier. In case of doubt, it is advisable to consult with one’s direct supervisor.

If a Kupit employee is offered money or a gift, receives it at home or at the office—outside the aforementioned conditions—they must immediately inform their supervisor. Steps will be taken to promptly return or appropriately handle what was received, and the supplier will be reminded of Kupit's gift policy.

Business Procurement

If authorized by Kupit, marketing personnel may provide customers with names of third-party suppliers; however, employees may not accept payment of any commission or fee of any kind from anyone other than Kupit for such activities.

Gifts - Offering

It is absolutely forbidden to directly or indirectly offer money or gifts to executives, officials, or employees of suppliers, clients, public administration entities, or other organizations.

However, it is permissible to offer gifts of modest or symbolic value (for example, promotional gadgets), in accordance with applicable laws and customs.

6.        Relationships with Public Employees

Behaviors considered acceptable in normal business practice (for example, providing courses, transportation, meals, entertainment, or any other goods or services of appreciable value) can be absolutely unacceptable, if not in open violation of regulations, when directed toward public administration employees or officials acting on behalf of the public administration.

It is therefore essential that Kupit personnel are aware of and adhere to the laws and regulations governing relationships between public employees and clients or suppliers in the public administration, as well as related company procedures.

It is not permissible to offer money or gifts to executives, officials, or employees of the public administration, whether Italian or from other countries, if such offers may in any way appear related to business relations with Kupit.

Under Italian law, bribery of a public official, including foreign ones, is a criminal offense. Acts of bribery include illicit payments made directly by Italian companies or their employees, as well as illicit payments made through persons acting on behalf of such companies. Furthermore, the law also prohibits offering or accepting valuable items to obtain more favorable treatment in any relationship with the public administration.

It is lawful and possible to offer gifts to clients, provided they are appropriately approved by the manager, are of an appropriate nature, and have symbolic value, as long as this occurs in compliance with the law. However, such gifts must not be interpreted in any way as a request for favors.

Additionally, legal and ethical restrictions may exist regarding the hiring of current or former public employees or members of their families by Kupit. It is essential to rigorously adhere to company procedures, and in case of doubt, to consult with Human Resources and Legal Management before initiating any preliminary discussions with such categories of individuals.

7.        Conferences at Kupit Locations

Election campaigns are not permitted in Kupit locations, except those related to company labor representation or otherwise provided by law.

8.        Compliance with Laws

All Kupit employees must adhere to the laws and regulations applicable to the production and/or distribution of fuels and related non-oil activities, whether issued by the Italian State or originating from the European Community. During their work activities, each Kupit employee may encounter legal issues, especially in the areas described below. Anyone with questions regarding laws or regulations may contact Legal Management.

Environment

Kupit applies the highest environmental protection standards and adheres to all prescribed environmental laws. In cases not covered by specific environmental protection laws, Kupit establishes and applies rigorous internal standards.

Every employee involved in production processes that may have environmental repercussions must perform their work with the utmost conscientiousness, monitoring and, if necessary, reporting any discharges and accidental emissions of harmful materials, and handling hazardous waste with due care. Every Kupit employee is responsible for applying environmental protection regulations.

It is the duty of all employees to protect the environment. Anyone who becomes aware of violations of environmental protection regulations, or actions aimed at concealing such violations, must immediately inform their superior and the competent function indicated by company procedures.

Kupit has prepared an "environmental handbook," which will be updated as necessary and should also be followed for relationships between Kupit and the administrations responsible for the protection of the national environmental heritage.

Competition

In most industrialized countries, including Italy, there are competition laws. These laws, often referred to as "antitrust laws," monopoly laws, commercial ethics, or free competition laws, aim to prevent any interference with the proper functioning of a competitive market system. While the primary function of such laws is economic, they are often considered to extend beyond consumer protection to safeguard other significant values in our society, including individual freedom.

According to these laws, companies cannot enter into agreements, even informal ones, with other companies to alter competition in the market. Examples of such behavior include competitors agreeing on the prices of their products, agreements between competitors to divide the market or control production, and agreements between a company and its suppliers to prevent them from selling to competitors.

A company can violate competition laws even without colluding with other companies. For example, it may take actions that restrict free competition. If the leaders of an organization decide to undertake such actions, they may illegally monopolize or attempt to monopolize their sector or abuse their dominant position.

Kupit’s policy is to respect competition laws. Employees can contribute to this policy by following the principles of fair business contained in this document and in related procedures, being sensitive to when competition law issues may arise, and discussing these issues with Legal Management.

Contracts with the Public Administration

One objective of legislation concerning contracts with the public administration is to help public clients, such as the state, local authorities, public entities, and all parties operating on behalf of public entities, obtain necessary products and services at a fair price. Since the regulations in this area are complex and varied, we must be cautious in conducting activities that involve entering into contracts with the public sector and comply with current regulations. In the execution of activities related to contracts with the public administration, employees must avoid unduly influencing client decisions to obtain confidential information.

The following cases represent some examples of specific issues to which Kupit employees must be sensitive and attentive. Laws regarding contracts with the public administration generally require the conduct of public tenders and, only under particular circumstances, negotiation with a limited number of suppliers. A letter of invitation may be obtained in advance only if other competitors have also received it. Invitations should not be prepared on behalf of public clients, even if requested by the client, nor should anonymous documents be submitted or public clients encouraged to sign a contract before the tender has been awarded to Kupit. Business opportunities or employment possibilities that could benefit a public employee should never be discussed, and gifts should never be offered to public employees during the procurement process for the public client. If a consultant is to be used in connection with participation in a public tender, they should not be appointed without first obtaining authorization from the manager. It must be ensured that the guidelines for conduct in business set forth in this document are applied in relations with the consultant. Furthermore, a consultant should not be appointed when conflicts of interest might arise.

In delivering services to public entities, we must comply with laws and regulations regarding contracts with the public administration as well as company procedures. Additionally, employees must immediately report to their manager or the Compliance Officer any actual or potential violations of laws or regulations governing the public sector. Kupit will not tolerate any form of retaliation, discrimination, or penalization, and will ensure the confidentiality of the identity of any employee who properly reports such violations.

Customs

A complex customs regulation, which must be strictly adhered to, remains in force to regulate trade within the EU and to or from non-EU countries. Kupit strictly complies with all customs regulations and considers it essential for the proper conduct of its business that its employees also comply with legal requirements in this regard. Since generally only activities involving international trade are subject to customs regulations, only services operating in such sectors may be affected; it is recommended that, in case of doubt, a request for advice be directed to the Tax and Customs Department.

Construction and Urban Planning

Kupit’s commitment to environmental respect is also reflected in its adherence to existing regulations regarding construction and urban planning. No construction initiative will be undertaken without first acquiring all necessary permits, licenses, concessions, or authorizations from the public administration. Kupit's technical services will operate in compliance with laws, regulations, and general and local customs, even if this may impede the rapid completion of business.

Exports

Kupit operates in an industrial sector that may involve high-level technological knowledge.

Kupit’s activities—whether related to products, any technical data concerning design, production, or use of such products or services—are therefore subject to all laws regulating exports, and appropriate governmental authorization must be obtained before exporting products and/or technical data.

Employees must be aware that their activities may have implications for exports. Export laws apply to all international transactions (including intra-group transactions and transactions in which the recipients are not of Italian nationality), transactions with clients, suppliers, business partners, alliances, or agents.

Export provisions govern much more than simple shipments.

Also, transfers of technological knowledge and applications of such knowledge, via the Internet or Intranet, e-business and e-services activities, international travel with products or technology, supply of technical specifications and other specific services to suppliers for foreign purchases, and application of personal knowledge abroad are all activities subject to export regulations.

Tax and Finance

It is in Kupit’s interest, as well as its company policy, to comply with all tax, fiscal, and financial regulations; this applies both to its employees and to individuals, including external parties, providing fixed or occasional consultancy in this area.

Tax and financial matters present strong regulatory complexity, as well as specific difficulties inherent to the petroleum sector.

Since violations of tax and financial regulations (especially when they may harm third-party interests) can result in severe penalties—both administrative and criminal—Kupit expects its employees to strictly adhere to current laws and to consult the Tax and Customs Department and Legal Management in cases of doubt or particular complexity.

Imports

Kupit is also an importer, and as such is subject to international trade laws regulating imports. Kupit employees involved in import-related activities must be aware of the obligations imposed by such laws, non-compliance with which can result in fines, civil and criminal penalties, and/or loss of import benefits. Any inquiries regarding import regulations should be directed to their manager.

Workplace Safety and Hygiene

Kupit considers the individuals who work for it as its greatest asset and the true guarantee of its industrial and commercial success.

Kupit complies with all safety and hygiene regulations in workplaces, facilities, and locations where its employees operate.

As much as possible, Kupit operates to ensure that even the operators of fuel sales points, its institutional partners, commit to this end.

1) Conflict of Interest

The private life of Kupit employees belongs exclusively to them. However, a conflict of interest may arise if an employee engages in external activities or pursues interests at the expense of Kupit’s interests. Employees must avoid situations that could compromise their loyalty to the company. Each employee's situation is different, and when evaluating it, individuals should consider multiple factors. Below are the most common types of conflicts of interest to help employees make informed decisions.

2) Activities Rendered to Competitors

An evident conflict of interest occurs when a Kupit employee assists an organization that markets products or services in competition with Kupit’s current or potential offerings.

Additionally, an employee cannot, without Kupit’s consent, work for a competitor in any capacity, such as an employee, consultant, board member, or otherwise participate in the management of the competing company. Such activities are prohibited as they may create a situation of questionable loyalty.

External Work Activities in Competition with Kupit

It may happen that Kupit employees engage in normal activities during their free time that involve the use of knowledge gained from their work at Kupit. These activities generally do not pose a conflict of interest, but each employee must avoid undertaking activities that conflict with Kupit’s commercial interests.

Naturally, employees cannot market products or services in competition with Kupit’s current or potential offerings. Such activities are considered "commercial" if the individual receives any form of compensation, direct or indirect. Engaging in such activities on a non-commercial basis may be permitted, provided their impact on Kupit's current or potential activities is minimal.

Kupit Suppliers

Unless authorized by Kupit management, generally, an employee cannot act as a Kupit supplier, represent a Kupit supplier, work on behalf of a Kupit supplier, or serve on the board of a company that is a Kupit supplier while employed by Kupit.

Moreover, employees are not permitted to accept money or other favors from suppliers for advice or services rendered in connection with their business relationship with Kupit.

Use of Time and Kupit Resources

It is not permitted to engage in non-work activities during working hours and within Kupit premises. Likewise, the use of equipment, materials, resources, and confidential information belonging to Kupit, in any measure or quantity, for personal activities of any kind is prohibited.

Personal Economic Interests

In general, having economic interests in organizations that are suppliers, customers, competitors, distributors, or affiliated companies is not allowed, as they may cause a conflict of interest with Kupit.

Large Companies

For proper evaluation, it is wise to ask oneself some questions:

• What type and level of competition or relationship exists between Kupit and the other company?
• If the other company operates in multiple sectors, how relevant is the sector that competes with Kupit or supplies Kupit?
• What is the amount of personal investment, and how does it relate to the salary received and other family income, including income from other investments?
• Could a Kupit employee be induced to take action to protect or improve their investment?
• How might the behavior of a person with a particular position at Kupit affect the value of the investment in the other company?
• Could it significantly increase that investment, even if it were very modest?

A personal interest should be judged as a potential conflict of interest whenever, considering the overall commitment, the amount of investment, and the type of company invested in, it could influence a Kupit employee's behavior.

In the case of a supplier or affiliated company, one should consider whether they are directly or indirectly involved in decisions that concern them and whether Kupit does business with that company. If so, one should have no economic interest in the other company.

Furthermore, sometimes Kupit suppliers, business partners, or customers may offer stock options or other types of equity rights to a small and select group of investors in connection with a public offering by the company. Kupit employees should not accept such offers or buy shares in such a situation, i.e., when the employee has contributed, in whole or in part, to the execution of the project or if the investment does not comply with company procedures or, in case of doubt, with the guidance of their manager.

These investment rules should not be circumvented, even indirectly, through third parties.

Private Organizations

Investments in private organizations owned by a small group of partners, such as partnerships, small businesses, or even sole proprietorships, present more issues than investments in publicly traded companies.

This is due to the closer ties between investors and most of these private organizations. For example, in this type of organization, the owners or proprietors are generally few, and each has a greater interest in their equity or ownership; often, investors have the opportunity to participate in the day-to-day management of the company and may be closely identified with the company itself.

This type of relationship may give competitors of the private organization the impression that it derives greater benefits than Kupit. Additionally, it may give other Kupit employees the impression that the employee with personal economic interests in the organization is using Kupit’s time, facilities, and confidential information to the advantage of the private organization.

For these reasons, employees must refrain from investing in a company that is a competitor, supplier, distributor, or reseller of Kupit.

Specific exceptions must be expressly approved by management.

Use of Internal Information and Insider Trading

During their employment with Kupit, employees may come into possession of confidential information related to both Kupit and other companies.

Using such information for personal gain, even if not economic, is not only an ethical issue but may constitute a violation of the law.

In some countries, the law prohibits the use of confidential information in securities transactions, as well as the dissemination of information related to publicly traded stocks and bonds; therefore, violations of this by Kupit employees will not be tolerated.

Confidential internal information includes those details that, if not disclosed to the public, could reasonably induce the average investor to buy, sell, or hold shares or bonds. Not all confidential internal information can be identified in advance, but some examples may include non-public information concerning:

• Kupit’s financial performance, profit guidance, or dividend distribution;
• Divestitures;
• Announcements of new strategic products;
• Significant progress in research;
• Strategic activities of the company.

Here are some examples of proper use of confidential internal information:

• If one knows that Kupit is about to announce a new product or make a purchase that will affect the stock price of a competitor or supplier, they should not sell or buy those shares until the news has been made public;
• If one learns that Kupit is about to make an announcement that could influence the stock price of a competitor or supplier, they should not sell or buy shares before the announcement;
• If one has invested in a client company, they should not buy or sell shares in that company based on rumors they have heard;
• If one knows confidential information about Kupit about to build a new headquarters, facility, or store, they should not invest in land or business ventures near that location.

Internal information should only be disclosed to those employees who truly need to know, and it should never be communicated to third parties.

Naturally, these rules should not be circumvented through third parties, even if the Kupit employee derives no economic benefit.

In case of doubt regarding the correct behavior to adopt, it is advisable to consult one’s manager, who may seek guidance from the Legal Department.

3) Public Positions

Kupit employees may actively participate in public life. They may sometimes find themselves in difficult or embarrassing situations, such as being part of a committee or commission that has to make a decision that in some way involves Kupit.

Such situations may arise in the case of a decision regarding the purchase of movable or immovable assets, or from a local tax commission’s deliberation regarding taxes or a local authority responsible for a Kupit property. In such cases, the interests of Kupit and the obligations toward the public body may not coincide.

The law may require abstention based on the position at Kupit and any personal gain one might derive from the decision. On the other hand, the law may state that it is not possible to abstain from deciding. Even if the employee may decide and assume the related responsibilities, they should consult the governing body of the public entity and Kupit’s Legal Department before making a decision.

To protect Kupit from potential difficulties, regardless of the final decision (to abstain or not), an employee in such a situation must clarify their affiliation with Kupit to avoid possible future accusations of having concealed this relationship. If they abstain, they must clearly explain that they do so because otherwise a conflict of interest (even if only apparent) could arise if they did not abstain.

4) Participation in Political Life

Kupit does not make contributions or funding or any other type of support that could be considered direct or indirect contributions to political parties or candidates, or to any political association, even through intermediaries (for example, political action committees or public foundations). For example, Kupit will not purchase travel tickets or pay expenses for employees or third parties to allow participation in events where funds raised will be used for electoral campaigns.

Additionally, Kupit does not offer any type of support that could appear as a form of contribution.

An employee must not make contributions of the type mentioned above while representing Kupit. Furthermore, employees must not seek reimbursements from Kupit (nor will Kupit reimburse) for personal contributions made. Additionally, employees must recognize that the use of Kupit assets and work conducted for the above purposes is equivalent to such forms of contribution (and therefore prohibited).

The work made available by an employee is equivalent to a form of contribution. Therefore, if an employee is a candidate for public office or holds such office or participates in the campaign of a candidate, they will not be compensated by Kupit for the time dedicated to such activities unless expressly provided by law. Moreover, the employee must recognize that the use of Kupit assets and work performed for the above-mentioned purposes are equivalent to such forms of contribution (and are therefore prohibited).

The work provided by an employee is considered a form of contribution. Therefore, if an employee is a candidate for public office, holds such office, or participates in a candidate’s election campaign, they may not be compensated by Kupit for the time spent on these activities, unless expressly provided for by law. However, it is permissible to take vacation or leave for this purpose in accordance with the terms or conditions established by law and current regulations.

Expression of Opinions

When expressing opinions on public issues, it should be done in a personal capacity, without ever giving the impression of speaking or acting on behalf of Kupit.

5) How to Act if a Relative Works in a Competing Company

More and more families have two or more working members; therefore, it is possible that the spouse of a Kupit employee, another family member, or someone close to them works for a competitor or supplier of Kupit or is an employee of one of these companies.

Naturally, everyone has the right to choose their preferred career. However, in such situations, it is important to be sensitive to issues of security and confidentiality, as well as potential conflicts of interest.

In the case of a very close personal relationship, one may inadvertently compromise the interests of Kupit.

In such situations, many factors need to be considered. These include the relationship between Kupit and the other company, the personal responsibilities of the Kupit employee and the other person within the other company, and the access both have to the confidential information of their respective employers.

The best approach is to discuss the specific situation with your direct supervisor to assess whether any issues exist and how they can be addressed. Often, the risk to Kupit’s interests is so minimal that it’s enough for the supervisor to remind everyone to be cautious about inadvertently disclosing confidential Kupit information. However, there may be times when it becomes necessary to adjust the responsibilities of either party to ensure a fair resolution.