Anti Corruption Guidelines

KEYLESS TECHNOLOGIES S.r.l. (hereinafter "KEYLESS" or the "Company") conducts its business with loyalty, fairness, transparency, honesty and integrity, in compliance with the laws, regulations and, in general, with the legislation applicable to the specific sector it operates.

In this context, the Company, aware of the harmful effects of corruption on the economic and social development in the areas in which it operates, is committed to preventing and fighting any criminal offence in pursuing its activities and combats any corrupt behaviour with the utmost rigour.

The prevention of corrupt behaviours is for KEYLESS not only a legal, social and moral obligation, but also one of the cornerstone principles underpinning the Company’s conduct, also considering the strategic importance of its activity and the scope of its business.

On the basis of the above, KEYLESS has put in place a set of rules and controls aimed at preventing corruption in all its forms and has adopted these Anticorruption Guidelines" (hereinafter "Guidelines") with a view to providing, within its working environment, a systematic framework of the regulatory instruments to prevent the risk of occurrence of corrupt events.

The observance of the anticorruption legislation imposes on KEYLESS’ employees (hereinafter "Employees"), and in general to whoever carries out any activity in the name and/or on behalf of the Company, an obligation to refrain from engaging in illicit conducts, to be considered a criminal offence, and – specifically – prohibits to promise, offer, pay or accept, either directly or indirectly, money or other benefits, in order to obtain or maintain a business or secure an unfair economic advantage in connection with the activity pursued by KEYLESS.

You can find the original Italian version of this document here.

These Anticorruption Guidelines have been approved by the Company’s Sole Director.

The indications contained herein must be considered as binding for whoever – on whatever basis and for whatever reason – use the Company’s name on the basis of an employment relation or operates autonomously, including, by way of example, the employees at all levels, the directors, volunteers, interns, agents, contractors, external consultants, third-parties representatives, commercial partners, sponsors, customers (or potential customers) or any other subject associated to KEYLESS, wherever it is located.

This document contains a cohesive set of conventional expressions, the definitions of which are described hereafter.

Corruption: improper use of one’s position of power or influence deriving therefrom to pursue a personal advantage or to the benefit of others, in breach of the laws or of one’s own duties.

Corrupt practice: to offer, promise, give, accept, agree to accept, solicit, directly or through an intermediary, money, goods or other benefits, in favour of or from private parties (natural persons and/or companies) or else, public entities (Public Entities and/or Public Officers and/or Officers in charge of a Public Service), wherever they are, for the exercise of their duties or for the performance of an act contrary to their official duties or else to act improperly by doing or omitting to do any act, in breach of duties, laws, ethic principles or bona fide or impartiality expectations or else by abusing of a position of trust.

P.A. or Public Administration: the Italian State or any Public Entities, as well as the States, the Entities, the Communities referred to in section 322-bis of the Italian criminal code; the competent Entities on social security obligations (Inps, Inpdai, etc.), safety and health at the workplace (Labor Inspectorate, Social Security Service, Fire Service, etc.) as well as on specific issues delegated to the Authorities by means of special laws (Consob, Isvap, Antitrust Authority, etc.); the Companies where the Ministry of Treasury, Local Entities or other Public Entitles hold a majority stake.

Public Officer (short-form, "P.O."): pursuant to section 357 of the Italian criminal code, whoever "performs public functions in a legislative, judicial or administrative capacity". All administrative functions regulated by norms of public law and authoritative acts, and characterized by the formation and manifestation of the will of the Public Administration and its enactment by means of authoritative and certifying powers (by way of example, magistrates, officers and/or sergeants of Carabinieri or of the Italian Finance Police, notaries, etc.) are considered to be Public Officers.

Officer in charge of a Public Service (short-form, "O.P.S."): pursuant to art 358 of the Italian criminal code, whoever, in any capacity, is engaged in a public service, which is in turn defined as an activity governed by public authority regulations and authoritative deeds, but without authoritative or certifying powers. The performance of basic ordinary tasks and exclusively manual work is excluded.

Gift: money, goods, services, loans or other benefits free of charge.

Benefit: any overt or hidden benefit consisting, in particular, of anything that may improve the beneficiary’s status, for which this latter is not however required to pay the sale price or the usual or expected price. A Benefit is also the advantage offered, promised or given to the beneficiary, not for himself but for a third party.

Facilitation Payment: unofficial payments made to a representative of the P.A., in order to accelerate, favour or ensure the performance of a routine activity or an activity that is part of the P.O.’s or O.P.S.’ duties.

Conflict of interest: conflict between an employee’s private interest and KEYLESS’ interest, which could potentially influence: i) a Company’s transaction, carried out to the advantage of an employee or of an external party to the Company or, in any event, to the detriment of the Company; or else, ii) business decisions, which may not be taken in the interest of KEYLESS.

Entities: legal entities, companies, consortia, associations also without legal personality.

Recipients: any person or organization (whether public or private) which may come into contact with the Company in the ordinary business activity, including employees at all levels, directors, volunteers, interns, agents, contractors, external consultants, third-parties representatives, commercial partners, sponsors, customers (or potential customers) or any other subject associated to KEYLESS, wherever it is located.

Third parties: any party having a contractual relationship with the Company other than an employment relationship (e.g., advisors, suppliers, commercial partners, etc.).

Failure to comply with the provisions set forth herein by the Recipients, can entail the application of sanctions which may result in the immediate termination of the existing working relationship with employees, account taken of the seriousness of the breach; as regards Third Parties, non-compliance may result in the termination of the contractual relationship (if any) or else in the adoption of any appropriate judicial action (including complaint and/or lawsuit).

In order to prevent the spread of corrupt behaviours in the performance of KEYLESS’ business activity or else in the name and on behalf of the same, it is strictly prohibited to engage and/or contribute to incur in behaviours and/or acts unequivocally directed at realizing a corrupt behaviour against any public or private entity/individual.

In particular, the Recipients of these Guidelines are strictly prohibited from offering, promising, giving, accepting, agreeing to accept, soliciting or authorizing the granting, directly of indirectly, of money or other benefit from or to the benefit of anyone:

• In connection with commercial activities, with the aim of obtaining or supplying, in particular, an undue advantage for himself of to the benefit of third parties;
• With the specific aim of influencing a decision or with a view to achieving a reward or else in order to violate or having violated an official duty;
• Going beyond the objectives and scope of one’s normal marketing activity or such as to realize unfair commercial practice or with underlying interests that are not in line with the business, the industry or the reference market;
• Whenever negotiations are pending for the conclusion of a contract or in connection with said negotiations;
• From or to the benefit of the same person on a regular and frequent basis;
• For an amount exceeding EUR 150,00 (one hundred fifty/00).

Moreover, all Recipients are strictly prohibited from:

• Granting appointments circumventing the standard selection process based on criteria of merits and documentary evidence as regards professionalism, quality and cost effectiveness of the goods and services supplied;
• Recruiting and/or in any way signing contracts with staff in the absence of real exigencies and/or in any way in the absence of a research and recruitment process based on documentary and objective criteria as regards professional qualifications and absence of conflict of interest;
• Rendering services or recognizing compensations without suitable justification, both in the context of the contractual relation constituted and in relation to the specific nature of the assignment. In order to allow proper monitoring, it is advisable that the services referred to in the invoices are made the object of accurate assessment, mainly in order to verify that they have been effectively rendered, and not only from an accounting perspective;
• Granting and paying the amounts of money or other benefits (e.g., bonuses, benefits, advances on wages, etc.) other than for the cases and amounts contractually agreed;
• Reimbursing costs incurred by third parties or else accepting the reimburse of own costs (for examples, the costs incurred for participating in a business meeting) for amounts higher than those, in accordance with good faith, it would be reasonable to expect according to commercial practices and the reference market (such as the cost for a protracted stay in hotel).

The Company condemns any form of facilitation payment which is therefore strictly prohibited in all circumstances.

Without prejudice to the provisions regarding prohibited actions, pursuant to these Guidelines it is allowed to offer, promise, grant, accept, agree to accept, solicit – either directly or indirectly – from or to the benefit of third parties, appropriate and reasonable gifts, or else, in line with the commercial standards or, in any event, such as to be justified in light of the existing commercial practices, aimed to:

• Establishing or maintain commercial relations;
• Enhancing or preserving the Company’s image or reputation in the reference market;
• Marketing or effectively presenting the Company’s products and/or services.

In particular, gifts can be either made or received where it is in the context of a commercial courtesy, and it does not compromise the integrity and/or reputation of either party, and cannot be construed by an impartial observer as aimed at creating an indebtedness or obtaining undue advantages.

It follows that, any gift, economic advantage or other benefit must be:

• Freely offered or received;
• Offered or received within the context of the usual collaboration as well as connected with the particular commercial occasion;
• Of reasonable value as well as compliant with the generally accepted standards of professional courtesy;
• Such as not to jeopardize the independence, integrity and fairness of either party and not to influence the independent judgement of the beneficiary;
• Be authorized by the Sole Director.

The documentary evidence regarding offered and/or accepted gifts must be preserved in the Company’s paper and computer files for at least 10 years.

Without prejudice to the provisions regarding prohibited actions, pursuant to these Guidelines:

1. are allowed entertainment expenses regarding professional obligations relating to the institutional role of the Company and to hospitality duties, especially on the occasion of meetings, congresses and conferences, organized directly by or with the support of the Company, or events and initiatives where the Company is involved, or celebrations or anniversaries.

   Entertainment expenses must be:

   • Reasonable in amount, compliant with the generally accepted standards of professional courtesy and, in any event, such as to be justified in light of the existing commercial practices;
   • Reported by means of a statement of expenses which shall indicate the date, place, occasion, nature, beneficiary and amount of the expense, and the relevant receipts must be also stored;
   • Authorized by the Sole Director.

2. it is allowed to offer and/or accept invitations to corporate, cultural and sporting events provided that they are:

   • Reasonable in amount, compliant with the generally accepted standards of professional courtesy and, in any event, such as to be justified in light of the existing commercial practices
   • Personal invitations which cannot be extended to relatives and/or friends and/or family members;
   • Authorized by the Sole Director, indicating the occasion, nature of the beneficiary and indicative value of the event.

The documentary evidence regarding the entertainment expenses and the invitations must be preserved in the Company’s paper and computer records.

Expenses incurred by the Employees in the performance of the task assigned or in any event in the interest of the Company must be: (i) authorized by his or her immediate superior; (ii) supported by appropriate fiscal documentation (e.g., invoice, payment ticket, receipt, etc.); (iii) presented and recorded by no later than the subsequent month; (iv) verified by the accounting department and endorsed by the Sole Director; (v) reimbursed through bank transfer on a current account.

Eligible expenditures are exclusively travel, accommodation and subsistence expenses that the Employees may incur in the performance of their duties, previously and regularly authorized by the immediate superior, or else those expenses relating to unforeseen or unforeseeable costs aimed at ensuring the regular course of the business activity.

The Company recommends, where possible, to choose, for business travels, the most appropriate means of transport on the basis of criteria of urgency, convenience and cost effectiveness in connection with the activity to be carried out as well as, in any event, to address qualified and/or affiliated suppliers and to adopt the solutions proposed by these latter, in order to benefit from the best conditions.

Any amount anticipated by the Employees must be reasonably commensurate to the duration of the assignment and the foreseeable costs to be incurred, subject to the prior release of a receipt indicating the date, reason for the activity and amount.

Charitable contributions and/or donations to entities, political parties or single individuals are not allowed.

Without prejudice to the above, all charitable contributions and donations must be submitted to the assessment and authorization of the Sole Director. In any event, said donations must be:

• Made on a basis consistent with the budget approved at the beginning of the year;
• Made exclusively in favour of charitable institutions or non-profit organizations, established and registered in compliance with existing legislation, who are reliable and with outstanding reputation for honesty and correct business practices.

In line with the requirements laid down by the Law, payments to the beneficiary entities must be made exclusively to the current account registered under the name of the same entity; in fact, it is not allowed to execute payments on numbered anonymous accounts or to pay in cash and/or to execute payments in favour of an entity different from the beneficiary or still in a third Country different from the Country in which the beneficiary is located.

The original documents regarding the process of approval of the donation and the relevant assessments made, must be preserved in the Company’s paper and computer records for at least 10 years.

Sponsorship are subject to the Sole Director’s approval. Sponsorship may relate to social, environmental, cultural, sporting and artistic events and initiatives.

In any event, sponsorship:

• Must be made in accordance with the approved budget;
• Must be made only in favour of entities not recently incorporated, well-known, reliable and with outstanding reputation for honesty and correct business practices.

The sponsorship contract must be in writing and the amount paid must be recorded in the Company’s books and registers in a correct and transparent way.

The original documents regarding the process of approval of the sponsorship and the relevant controls of compliance made, must be preserved in the Company’s paper and computer records.

As a condition for recruitment, the candidate is required to provide a self-declaration of no conflict of interest vis-à-vis the Public Administration; likewise, he/she is required to disclose in writing the existence of any family relationship with PA’s representatives and indicate, in the affirmative, the administrative organization said representatives belong to.

The documentary evidence relating to the recruitment of employees must be preserved in the Company’s paper and computer records.

All Third Parties must refrain from engaging in corrupt behaviours and must operate in compliance with the regulations from time to time in force and with these Guidelines.

As a general rule, relations with Third Parties must be governed by written contracts, also in the form of framework agreement, and subject to the approval of persons granted adequate powers. Any exception to this rule, depending on specific cases (e.g., purchases on urgent basis) shall be adequately justified.

Contracts signed with Third Parties must contain specific clauses regarding:

• Absence of conflict of interest between the Third Party and the Company;
• Third Party’s declaration that the payment received is exclusively the consideration for the services referred to in the contract and that said amounts shall never be used for corrupt purposes;
• Terms for invoicing (or methods of payment) and payment conditions, account taken that payments can be made exclusively in favour of the Third Party, to the account held by this latter, as indicated in the contract signed and in no event to numbered anonymous accounts or in cash;
• Third Party’s undertaking to comply with the anticorruption regulations applicable from time to time and these Anticorruption Guidelines;
• Third Party’s undertaking to comply with the anticorruption regulations applicable from time to time and these Anticorruption Guidelines;

The documents regarding the entire process must be preserved in the Company’s paper and computer records for at least 10 years.

The monitoring of the financial flows is of particular importance for the prevention of corrupt behaviours.

KEYLESS’ book-keeping must be true and accurate and for no reason must contain false or misleading information.

Besides, for no reason and in no way, it is allowed to allocate funds or goods of KEYLESS that are not been validly declared or recorded.

In this perspective, in compliance with the provisions on existing financial reporting and with tax rules, the Company’s financial records shall be prepared in a proper, accurate, and complete way so as to reflect in an accurate and transparent manner the facts grounding each operation, in compliance with applicable accounting principles. All financial transactions must be authorized by the responsible bodies, according to the internal control procedures. In no way shall it be possible to create undisclosed or unrecorded funds.

Indeed, all costs, revenues, proceeds, payments and commitments must be timely entered into the financial information in timely, in an accurate form and have adequate support documents issued in conformity with any applicable legislation and these Guidelines.

All payments and other activities must be supported by regular invoice and/or agreement and/or order, containing sufficient details to describe the services supplied. All payments received and/or arranged and all the transactions made by the Company’s Employees or to the benefit of the same, must be timely and accurately recorded in the accounting books and registers, so as the book-keeping can reflect said transactions in a truthful, correct, accurate and detailed manner.

Cash-out flows cannot be concealed or voluntarily incorrectly classified to allow illegal payments.

A conflict of interest may arise whenever a situation or an activity are likely to affect, or appear to affect, the objective exercise of one’s duties on behalf of the Company and in the best interest of this latter.

In general, the conflict of interest situations must be avoided. Whenever this is not feasible, it is necessary to notify the conflict of interest and to refrain from taking decisions which may be affected by the conflict of interest (also potential).

In particular, the conflict of interest (also potential) must be notified to the immediate superior or to the Sole Director:

• At the beginning of the contractual relation;
• As soon as reasonably possible and in any event within 30 days from the date in which the conflict of interest, either potential or real, has become knowable.

All the Employees and, in general, all the Recipients, must be made privy to the contents and purposes of these Guidelines.

The Company undertakes to promote the widest possible dissemination of this document, both inside and outside the Company, as well as the training on the content thereof.

All Recipients are invited to report the violation (or suspected violation) of the provisions herein (also on anonymous basis) through the following email:

• whistleblowing@keyless.io

The same channels can be used to dispel doubts or ask for clarifications on the content of the Guidelines.

The Company encourages the reporting activity as act of responsibility and shall support the reporting party as long as he/she is in good faith.

The Company condemns all forms of retaliation against whoever reports in good faith any violation of law, of these Guidelines or of other Company rules and policies, or against whoever casts doubt on current or potential commercial practices or else participates in any investigating activity.

The reporting activity on unlawful conduct or violations (also suspected) of these Guidelines shall occur under the provisions of law and regulations on whistleblowing, with specific reference to the protection of the reporting party from any form of retaliation and/or discrimination.

In particular, it is prohibited to implement retaliating or discriminating actions, either direct or indirect, against the reporting party (or whistleblower) for reasons directly or indirectly related to the reporting activity.

The adoption of discriminating measures against the reporting parties can be denounced by the reporting party and also by the trade union to the labour inspectorate for it to take the appropriate measures.

It is hereby clarified that, in compliance with existing regulations, the retaliatory or discriminatory dismissal of the reporting party shall be deemed to be null and void; likewise, shall be deemed to be null and void the change of tasks and duties and any other retaliatory or discriminatory measure against the reporting party.

The burden of proof is on the employer, who, in case of disputes relating to the application of disciplinary sanctions, or demotions, dismissals, transfers of the reporting party or in the event this latter is made subject to other measures likely to adversely affect, directly or indirectly, the working conditions, and adopted after the reporting activity, shall have to prove that said measures are grounded on reasons extraneous to the reporting activity.

Any breach of the protective measures for the whistleblower or any ungrounded reporting activity made with intent or gross negligence, shall be sanctioned to the extent permitted by the applicable CCNL-National Labor Contract and in observance with the procedures provided under section 7 of the Workers’ Statute.