I.1 Introduction

“CAP STP a r.l.” (hereinafter also the “Company” or “Campagnola Advisers & Partners STP a r.l.”) is a Professional Corporation composed of chartered accountants and statutory auditors, founded in 1992.

The Company operates through its registered office in Milan and its office in Naples. From an operational standpoint, the Company is organized into two departments, fully segregated according to the activities performed.

Corporate Finance Department (DCF)

Provides the following professional services:

• M&A, financial and negotiation advisory in extraordinary finance transactions, acquisitions and disposals of equity interests, joint ventures, mergers, demergers, contributions and spin-offs, determination of and participation in negotiation tables for prices, exchange ratios, acquisition and merger terms, etc.
• Vendor due diligence.
• Financial due diligence.
• Valuations in support of extraordinary transactions.
• Arrangement of bank financing, leasing and factoring transactions, including in pools. Advisory and assistance in financial statement analysis processes, business valuations, economic and financial forecasts, strategic planning, reorganization and development of management control systems, and corporate finance matters. Support in economic, financial and asset planning processes and in the preparation of budgets, industrial plans and business plans. Valuation of business complexes and equity interests.
• Assessment of incentive regulatory instruments tailored to both the company structure and business area; preparation of investment projects and business plans; assistance to companies in obtaining financial incentives.
• Restructuring – Advisory and assistance to companies in distress, analysis of crisis situations, preparation of corporate restructuring plans, voluntary liquidations. Drafting of plans pursuant to Articles 67, 160, 182-bis, 186-bis of the Bankruptcy Law and certifications for debt restructuring and composition with creditors pursuant to Articles 182-bis, 160, 161 and 186-bis of the Bankruptcy Law.
• Shipping restructuring: CAP STP a r.l. has developed a significant track record in the industry and operates in relation to certifications of plans pursuant to Articles 67, 160, 182-bis, 186-bis of the Bankruptcy Law.

Tax, Accounting & Corporate Department (DTA&C)

Provides the following professional services:

Tax

• Tax advisory for medium and large enterprises.
• Tax representation in Italy of foreign entities, including for VAT purposes.
• National and international tax planning.
• Incorporation and management of foreign companies through the international GGI network.
• Assistance in tax litigation proceedings.
• Tax due diligence.
• Advisory and assistance in tax compliance obligations and in relations with the competent Authorities in the field of direct and indirect taxation, both national and international.

Accounting

• Financial reporting assistance regarding national and international accounting standards and consolidated financial statements.
• Accounting due diligence.
• Advisory and assistance in the implementation and management of accounting and management control systems within companies, and in the preparation of company and group consolidated financial statements.

Corporate

CAP STP a r.l. holds fiduciary appointments of various kinds, with its members appointed to Boards of Directors and Supervisory Bodies, including on behalf of leading Italian banks, in prominent companies, including listed entities. Other fiduciary appointments include acting as special attorneys for shareholders and as representatives of bondholders.

The Company provides corporate advisory services, including assistance in the management of the Board of Directors, Shareholders’ Meetings, Bondholders’ Meetings and holders of participating financial instruments of client companies.

This Code of Ethics (hereinafter also the “Code”) sets out principles and rules of conduct that enrich the internal decision-making processes of CAP STP a r.l. and guide the behavior of the Recipients.

The Code constitutes a reference element for the Recipients and broadly encompasses the role and relationships of CAP STP a r.l. with its stakeholders (individuals, groups, organizations that have significant relationships with the professional organization from which specific or general legitimate interests arise).

For the partners, collaborators, employees and trainees of CAP STP a r.l., the following are also available as additional behavioral references:

• the Articles of Association of CAP STP a r.l.;
• the “Code of Ethics of the Chartered Accountant and Accounting Expert Profession” approved by the National Council of Chartered Accountants and Accounting Experts on December 17, 2015 and updated on January 16, 2019 (Annex 1).

CAP STP a r.l. carries out its activities with the utmost transparency and ethical standards, with moral integrity and fairness. Individuals associated with CAP STP a r.l. must demonstrate complete moral integrity and shared values in actions undertaken on behalf of the professional organization.

The Code describes the set of values and principles that characterize the activities of all those operating within CAP STP a r.l. It is adopted autonomously and is intended to apply generally, in order to express and implement the principles of professional ethics recognized by the organization and to which compliance is required.

The objectives pursued by the Code are not only legal and economic in nature but are driven by a precise moral commitment that CAP STP a r.l. has always embraced as a distinguishing element of its activity, taking into account its responsibilities toward the community in the exercise of economic professions.

I.2 Definitions

The Code constitutes a set of principles whose observance is of fundamental importance for the proper functioning, management reliability and reputation of CAP STP a r.l. These principles guide operations, behaviors and relationships, both internal and external to the professional organization.

The Code is also based on non-legal rules and appeals to the moral and professional sensitivity of individual professionals. All Recipients bear moral responsibility for disseminating and applying the values expressed in the Code, in relation to the functions assigned to them.

The guiding values of CAP STP a r.l., which must inspire daily operations, are:

• client satisfaction, understood as the provision of professional services that best meet the roles, needs, status, culture and expectations of counterparties;
• service customization, understood as personal involvement in seeking the maximum added value to be attributed to all professional relationships;
• compliance with regulations, understood as the continuous pursuit of operational methods consistent with legal provisions; fairness of conduct, understood as adherence of behavior to the quality standards described in this Code;
• fair remuneration, understood as the continuous pursuit of profitability appropriate to the complexity of the activities carried out by the Company and the Recipients and capable of ensuring professional independence;
• respect for clients also through the application of consistent and balanced internal fee structures for services and assignment complexity, regardless of client size, avoiding fee reductions in favor of certain clients to the detriment of those who, for the same type of service or complexity, previously paid higher fees; this also with the consequence of the prior renunciation of new professional engagements.