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Code of Conduct

Cyberwave S.p.A.

1. Introduction

1.1 Preamble

Cyberwave S.p.A. (hereinafter, "Cyberwave" or the "Company") is a startup specializing in the development and commercialization of advanced industrial automation technology solutions based on artificial intelligence, contributing to technological progress by integrating the flexibility, programmability, and speed typical of software into the automation of industrial and manufacturing processes. Cyberwave's objective is to help make artificial intelligence and robotics resources at the service of enterprises, increasing global productivity, enhancing safety, relieving workers of repetitive tasks, so that human resources can devote themselves to high-value-added activities.

The Cyberwave platform unifies the entire lifecycle of intelligent automation: from the creation of digital twins synchronized with real systems, to the simulation and training of models, through to the management and orchestration of heterogeneous fleets of industrial robots, drones, and AI-driven sensors. The technology developed by Cyberwave also supports the integration of third-party hardware and software components, enabling dynamic reconfigurability of production systems in real time.

In pursuing excellence in the design, development, and operational management of its solutions, Cyberwave considers its reputation, credibility, and reliability an essential strategic asset, underpinning relationships with clients, commercial partners, developer communities, suppliers, and, more generally, with all stakeholders involved in the pursuit of the company's objectives. To this end, the Company operates in compliance with high quality and legal standards, promoting a corporate culture characterized by integrity, transparency, compliance with rules, and full regulatory conformity, as well as responsible innovation aimed at creating sustainable value for shareholders, customer satisfaction, and the professional growth of employees and collaborators.

This Code of Conduct therefore expresses Cyberwave's commitment to operating according to principles of fairness, responsibility, and loyalty, representing not merely a set of rules of conduct, but the corporate mission: to always act responsibly, including in complex choices and in contexts of rapid technological transformation, conscious of the impact that innovation exerts on people, organizations, and society as a whole.

1.2 The Relationship Between the Code of Conduct and Model 231

Cyberwave recognizes the importance of implementing an effective internal control system, which represents an essential tool for ensuring responsible and transparent management of its activities. In this context, the Company has chosen to adopt not only this Code of Conduct but also an Organization, Management, and Control Model pursuant to Italian Legislative Decree No. 231 of June 8, 2001 (hereinafter, "Model 231"), thereby mitigating the risk of unlawful conduct and promoting a corporate culture characterized by legality and integrity.

The effective implementation of these instruments enables the Company to adopt control measures suitable for operating in compliance with the law and the principles of fair competition, fairness, and good faith, protecting the persons with whom it maintains both internal and external relationships.

Under no circumstances may the belief that one is pursuing the interest or advantage of the Company justify, on the part of the Recipients, the adoption of conduct contrary to the principles and rules of conduct contained in this Code of Conduct and in Model 231, as well as in internal corporate regulations.

1.3 Recipients of the Code of Conduct

The set of ethical principles, values, and behavioral rules set forth in this Code of Conduct must inspire the activities of those who operate in the name and on behalf of Cyberwave or with whom Cyberwave establishes any commercial relationship.

All Recipients1 of the Code of Conduct are required to observe and, to the extent of their own competence, to ensure observance of the principles contained herein, contributing positively to its effective implementation.

Specifically:

  1. The Board of Directors defines the Company's strategic objectives in compliance with the principles and rules established in the Code of Conduct;
  2. The members of the Supervisory Body carry out their activities in compliance with and observance of the principles and rules established in the Code of Conduct and supervise its effective implementation;
  3. Function managers give concrete effect, each within their own competencies and with reference to the area in which they operate, to the principles and rules established in the Code of Conduct;
  4. Employees observe the principles and rules established in the Code of Conduct as an integral part of contractual obligations pursuant to and for the purposes of the provisions of Articles 2104 et seq. of the Italian Civil Code;
  5. All persons who, in any capacity, operate in the name and on behalf of Cyberwave, even in the absence of an employment relationship with the Company (e.g., collaborators, suppliers, commercial partners, consultants) are required to comply with this Code of Conduct, the violation of which entitles the Company to take the most appropriate initiatives.

All Recipients undertake to comply with the provisions of the Code of Conduct, including the reference ethical principles and the rules of conduct prescribed for the Recipients, through the signing of specific clauses, the non-acceptance or violation of which is an obstacle to the continuation of the commercial relationship.

2. Structure of the Code of Conduct

This Code of Conduct is essentially composed of four parts:

  1. The first part outlines the general reference principles, i.e., the values to which Cyberwave gives prominence in the context of its business activities and that must be respected by all Recipients (Section 3);
  2. The second part codifies the rules and principles of conduct relating to relationships with internal interlocutors (Section 4);
  3. The third part sets forth the rules and principles of conduct relating to relationships with external interlocutors (Section 5);
  4. The fourth part codifies the methods by which the Company ensures the implementation and dissemination of the Code of Conduct (Section 6).

3. General Reference Principles

In conducting its activities and developing innovative technology solutions, Cyberwave identifies the general reference principles as the essential prerequisite for generating value, protecting the trust of its stakeholders, and mitigating legal and reputational risks.

3.1 Proper and Adequate Management of Business Activities

Cyberwave is committed to conducting its business activities in compliance with the principles of proper and adequate management, taking care to verify that its organizational, administrative, and accounting structure is appropriate to the nature and size of the enterprise.

3.2 Responsibility and Compliance with Laws

Cyberwave recognizes compliance with applicable laws and regulations as an essential prerequisite for conducting its activities and pursuing its objectives, operating in accordance with the principles of legality, transparency, and professional integrity.

Under no circumstances is it permitted to pursue or achieve Cyberwave's interest in violation of the law, nor does Cyberwave approve or justify conduct, including associative conduct, aimed at violating the law or compelling or soliciting anyone to act in violation of the law, rules, and regulations in force.

Recipients are required to know and comply with applicable regulations and internal corporate rules, carrying out their activities with diligence, professionalism, and a sense of responsibility. Each person, within the scope of their functions, contributes to the proper fulfillment of regulatory and contractual obligations and adopts conduct consistent with the values of this Code of Conduct.

3.3 Dignity and Equality

Cyberwave prohibits any form of discrimination based on age, gender, skin color, sexual orientation, marital status, religious belief, language, ethnic or national origin, health status and different physical or mental abilities, pregnancy status, maternity or paternity, personal beliefs and opinions, political opinions, union affiliation or activity, as well as any other form of diversity. Cyberwave also prohibits any form of psychological, physical, or sexual harassment.

The Company combats any behavior that may harm the dignity of persons — including intimidating, offensive, denigrating attitudes or those otherwise capable of creating a climate of hostility or exclusion — and is committed to creating an inclusive work environment, capable of welcoming and valuing differences, in the conviction that diversity constitutes a precious resource for the development of the Company.

3.4 Integrity and Anti-Corruption

Cyberwave does not accept or tolerate any form of corruption in dealings with Public Officials2 and Public Service Officers3 as well as with private parties, both at the national and international level. To this end, it promotes a commitment to the dissemination of its principles and ethical values at all levels of the organization.

In compliance with international principles and best practices in anti-corruption matters, Cyberwave prohibits any form of promise, offer, request, or acceptance of money or undue benefits, as well as any conduct capable of improperly influencing the decisions or judgments of third parties, whether public or private. Facilitation payments are also prohibited, even if of modest value.

In carrying out their functions, Recipients commit to complying with anti-corruption measures, with transparency, honesty, fairness, and good faith, in compliance with national and international laws.

3.5 Transparency in Commercial Transactions

Cyberwave ensures maximum transparency in all commercial transactions and adopts control measures suitable for preventing any form of money laundering or illicit reuse of resources.

To this end, the Company selects commercial partners in compliance with requirements of a legal and reputational nature and evaluates offers received in a transparent manner, favoring, where possible, competitive comparison among different economic operators. Furthermore, the Company formalizes in writing assignments entrusted to commercial partners and external consultants, specifying the activities to be performed and the agreed economic conditions. Finally, every transaction is authorized, documented, traced, and archived, ensuring full accuracy, traceability, and accountability throughout the entire authorization process.

3.6 Traceability of Operations

Cyberwave adopts a system of internal operational practices and corporate rules in order to enable the performance of controls over operations, authorization processes, and the execution of the operations themselves.

Recipients must maintain adequate documentation relating to every phase of the operations and activities carried out, in order to enable their traceability and retrospective reconstruction at any time.

3.7 Disclosure of Conflicts of Interest

Cyberwave recognizes and respects the right of Recipients to make investments, conduct business, or engage in other activities outside those carried out in the interest of the Company, provided that such activities are lawful, compatible, and not in conflict with obligations assumed toward Cyberwave.

In this context, Recipients are required to act in the best interest of the Company, making decisions guided by fairness, transparency, and objectivity, and avoiding situations that may give rise to conflicts of interest, understood as all situations in which personal, family, or interests of persons with whom the Recipient maintains personal or professional relationships may influence, even potentially, the impartiality of decisions or conduct adopted in the context of work activities, resulting in a direct or indirect advantage, including of a non-economic nature.

Recipients must avoid and promptly communicate, where they exist, any situations that may give rise to a conflict of interest, including indirect ones, with the obligation to abstain from any decision or activity that may prejudice the Company's interest or compromise the proper performance of their functions.

3.8 Free Competition

Cyberwave recognizes free competition as a fundamental factor for its development and operates in the market by enhancing the quality and excellence of its products through fair, transparent, and regulation-compliant commercial conduct.

Recipients are required to refrain from any action or behavior capable of damaging the reputation of competitors or their products, as well as from any form of manipulation or dissimulation of reality aimed at obtaining illicit or undue advantages.

3.9 Combating Organized Crime and Terrorism

Cyberwave does not establish relationships of any nature, including indirect relationships or those through intermediaries, with persons (natural or legal) who are part of or carry out any activity in support of criminal organizations of any nature, as well as persons or groups operating with terrorist purposes.

The Company carries out reputational checks on its commercial partners, also with the aim of preventing the risk of criminal affiliations.

3.10 Assessment of Environmental, Social, and Governance (ESG) Factors

In the context of its operations, Cyberwave integrates ESG factors into governance mechanisms and the process of selecting its commercial partners. In particular:

Environmental — Progressive reduction of the environmental impact of its activities through the optimization of energy consumption of IT infrastructure, the adoption of cloud and data center solutions with greater energy efficiency, progressive dematerialization of internal processes, and the responsible use of technological resources;

Social — An inclusive, safe work environment oriented toward skills development, valuing human capital as a strategic growth factor, investing in continuous technical and professional training, with particular attention to digital legality, responsible use of technologies, and cybersecurity;

Governance — Board oversight and supervision of ESG issues, through the adoption of dedicated policies and periodic monitoring systems, strengthening of artificial intelligence ethics, software quality, security, and reliability safeguards throughout the entire development cycle and management of technology services, ensuring transparent information to stakeholders.

Cyberwave also promotes the dissemination of a culture of sustainability, digital responsibility, and technological ethics, both within the organization and in relationships with clients, partners, and stakeholders, contributing to the responsible development of activities based on digital technologies and IT services.

3.11 Responsible Innovation and Scientific Integrity

Technological research is a strategic factor for Cyberwave's innovation, growth, and competitiveness. Research and development activities are conducted in compliance with high standards of scientific integrity, methodological correctness, and transparency, ensuring the reliability, verifiability, and traceability of data, processes, and results, and avoiding any manipulation or improper use of information.

The Company pays particular attention to the security, reliability, and soundness of the technology solutions offered, applying verification, validation, and testing procedures compliant with regulations, technical standards, and industry best practices, in order to protect clients, users, and information systems.

3.12 Use of Artificial Intelligence Systems

Cyberwave promotes the responsible use of Artificial Intelligence (hereinafter, "AI") systems, in compliance with the relevant European and national legislation, namely Regulation (EU) 2024/1689 (the "AI Act") and Italian Law No. 132 of September 23, 2025.

The use of AI systems is guided by respect for the fundamental rights of the person and the safeguarding of human autonomy and decision-making power, also in compliance with the principle of "human oversight" in decision-making processes that affect individuals, clients, suppliers, and other stakeholders.

To this end, Cyberwave:

  1. Ensures that AI supports but does not replace human decision-making in processes relating to the rights, duties, or legitimate expectations of natural or legal persons, guaranteeing traceability of uses and clear responsibility;
  2. Prohibits the use of AI systems that risk undermining human dignity, freedom, equality, non-discrimination, fair competition, health and safety at work, privacy, and the protection of personal data;
  3. Ensures that any content generated or modified by AI is managed with integrity and fairness, prohibiting the creation or dissemination of materials capable of misleading as to their genuineness (so-called deepfakes) and, in general, any deceptive or fraudulent use;
  4. Protects the intellectual property rights of the Company and third parties, particularly in text and data extraction, training, and content reuse activities, in compliance with copyright law;
  5. Raises awareness among Recipients regarding the opportunities, risks, and responsibilities associated with AI, with particular attention to data protection, security, and disclosure obligations;
  6. Ensures confidential channels for reporting abuses, anomalies, security incidents, or violations related to the use of AI, protecting whistleblowers and ensuring timely and documented management of reports.

Recipients are required to comply with the requirements and promote the principles regarding the responsible use of Artificial Intelligence systems.

3.13 Protection of Health and Safety at Work

Cyberwave attributes primary importance to safeguarding the safety and health of workers, setting itself the objective not only of complying with the requirements of specific sector regulations, but also of constant action aimed at the continuous improvement of working conditions. The Company's commitment translates into the active promotion of a safety culture, aimed at raising awareness among all personnel of the risks present in the workplace and encouraging responsible and conscious behavior.

To achieve these objectives, Cyberwave adopts a systematic approach that includes:

  1. Continuous training and information: ensuring all workers adequate and constant preparation on the risks associated with the activities performed, on safety procedures, in order to strengthen widespread and responsible awareness;
  2. Risk prevention and management: through the adoption of technical, organizational, and procedural measures suitable for identifying, assessing, and reducing risks to health and safety, with a view to continuous improvement of working conditions;
  3. Responsible partner selection: favoring suppliers and commercial partners that demonstrate compliance with high standards of health and safety at work.

The Company is committed to monitoring compliance by Recipients with the safety regulations and principles in order to ensure a safe work environment, compliant with the highest ethical and regulatory standards, strengthening shared responsibility in the protection of health and safety at work.

3.14 Environmental Protection

Cyberwave recognizes the environment as an asset of primary importance that must be preserved, optimizing the use of resources and guiding its activities toward the constant pursuit of a proper balance between economic initiatives and environmental needs.

In order to foster the dissemination of a culture focused on maximum attention to environmental issues and progressively reduce the negative impacts of its activities, Cyberwave adopts purchasing policies that are sensitive to environmental issues, preferably selecting commercial partners capable of providing adequate guarantees regarding compliance with such standards.

All Recipients are required to operate in full compliance with environmental legislation in force, as well as to respect the prevention and control principles and measures adopted by Cyberwave.

4. Relations with Internal Interlocutors

4.1 Relations with Employees

Cyberwave promotes equal opportunities in all phases of the employment relationship — selection, training, professional development, performance evaluation, remuneration policies — ensuring processes based on criteria of merit, competence, and objectivity, in compliance with the principles of loyalty, collaboration, and active participation, encouraging the involvement of each individual in the Company's growth. Furthermore, the Company guarantees compliance with applicable legislation and the applicable CCNL (National Collective Labor Agreement) regarding working hours, holidays, rest periods, public holidays, and remote work, protecting individual and union rights of workers and ensuring safe working conditions that respect personal dignity.

All Recipients are required to contribute to building a respectful, collaborative context open to dialogue, actively committed to preventing discriminatory or harassing behavior and to fostering professional relationships characterized by courtesy, respect, and mutual appreciation.

To this end, employees commit to performing their role with diligence and responsibility, in compliance with contractual obligations, Model 231, and the provisions of this Code of Conduct. Observance of these provisions constitutes an integral part of contractual obligations and, in the event of violation, entails the application of sanctions provided for by law and the corporate disciplinary system.

4.2 Respect for the Safety, Freedom, and Dignity of the Person

Cyberwave recognizes the protection of the safety, freedom, and dignity of the person as indispensable values and condemns any behavior or activity that may harm the physical or psychological integrity of individuals, prohibiting any form of exploitation or condition of subjugation of the person.

The Company protects the dignity of workers and offers protection to those who report violations in the workplace. Furthermore, in implementation of the Conventions of the International Labour Organization (ILO), Cyberwave does not employ child labor or foreign workers without valid residence permits, attributing primary importance to the protection of minors and the repression of exploitative conduct of any nature.

4.3 Combating Transnational Crimes and Organized Crime

Cyberwave recognizes and promotes the fundamental principles of the democratic order and free political self-determination, censuring any behavior, action, or omission that may, even only indirectly, favor, facilitate, or be connected to activities of a terrorist or subversive nature against the democratic order, as well as transnational crimes or forms of organized crime, including money laundering and illicit financing.

All Recipients are strictly prohibited from engaging in, facilitating, or tolerating conduct that may, even only potentially, be attributable to such unlawful activities.

4.4 Protection of Corporate Assets and IT Resources

Cyberwave prohibits any behavior that may damage, alter, or compromise the security and integrity of corporate resources.

Recipients who use tangible or intangible assets owned by Cyberwave are required to safeguard them and protect their integrity with the utmost responsibility. Protection extends to the entire corporate heritage, including movable and immovable property, equipment, information and data, technical and organizational know-how (e.g., source code, software and infrastructure architectures).

To this end, each Recipient must:

  1. Use assets in compliance with internal corporate rules, strictly adhering to the security measures adopted to prevent unauthorized use or theft;
  2. Refrain from any improper use of corporate assets that may cause damage or reduced efficiency or that is otherwise in conflict with Cyberwave's interest;
  3. Refrain from disclosing to third parties confidential information about Cyberwave of which they have become aware in the course of their work activities.

5. Relations with External Interlocutors

5.1 Relations with Clients

Cyberwave considers the satisfaction of its clients an indispensable value and the foundation of its operations, thus committing to establishing and maintaining relationships with clients based on the highest ethical standards, promoting integrity, honesty, and transparency.

All Recipients are called upon to operate with the utmost diligence and responsibility, adopting a proactive approach in identifying, preventing, and reporting any circumstances that may compromise the quality of service, the security of the services offered, or compliance with applicable regulations.

5.2 Relations with Public Administration

Relations with Public Administration, whether Italian or foreign, must be conducted by each Recipient with maximum transparency, clarity, fairness, impartiality, and integrity, avoiding conduct that may improperly influence the counterparty's decisions or request preferential treatment. Such relations must be guided by full institutional cooperation and rigorous respect for administrative processes, ensuring conduct respectful of public functions and the collective interest.

During inspections by judicial authorities, or in the course of investigations or judicial proceedings, it is prohibited to manipulate, alter, or destroy any type of documentation, make false declarations, or omit information requested by the judicial authorities. Furthermore, each Recipient is prohibited from compelling or persuading others to provide false or misleading information to the competent judicial authorities.

Relations with representatives of Public Administration are limited to the designated and regularly authorized functions, in compliance with the most rigorous observance of legal and regulatory provisions, and may in no way compromise the integrity and reputation of Cyberwave.

Recipients are prohibited from accepting, offering, or promising, even indirectly, money, gifts, goods, services, benefits, or favors in connection with relations with Public Officials and Public Service Officers in order to influence their decisions or determinations, obtain undue advantages, or induce the performance of official acts. The same prohibition also applies to persons belonging to other companies, where the conduct is aimed at the same purposes.

It is also prohibited to allocate contributions, subsidies, or financing obtained from the State, other public entities, including those of a transnational nature, to purposes other than those for which they were granted, as well as to use or present false declarations or documents or omit required information, and in any case to employ artifice or deception in order to obtain the aforementioned disbursements or any other unjust profit to the detriment of the State or other public entity.

Recipients are also required to avoid reticent, omissive, or obstructive conduct toward national and foreign judicial authorities; it is specified that, in the context of civil, criminal, or administrative proceedings, Recipients must not undertake (directly or indirectly) any action that may unduly favor or harm any of the parties involved.

5.3 Relations with Commercial Partners

Cyberwave selects its commercial partners on the basis of objective criteria, after verifying the possession of technical/professional, legal, and ethical-reputational requirements.

The Company requires its commercial partners to accept the Code of Conduct, a fundamental prerequisite for establishing any commercial relationship, reserving the right to terminate the commercial relationship should it become aware of a violation thereof.

Recipients are required not to assume personal obligations toward suppliers and to report in advance the existence of any personal relationships with them, prior to the commencement of any negotiations, as well as any attempt to alter the proper and ordinary conduct of commercial relationships.

5.4 Gifts and Acts of Courtesy

Acts of courtesy, such as gifts and forms of hospitality, are not permitted unless they are of modest value and can be considered customary in relation to the occasion, and provided they do not compromise the integrity and reputation of the Company or influence the independent judgment of the recipient.

In any case, expenses relating to the above-mentioned acts of courtesy must always be evaluated and authorized, as well as adequately documented.

Likewise, employees and all those acting in the name and/or on behalf of Cyberwave may not receive gifts or preferential treatment, except within the limits of normal courtesy relations and provided they are of modest value.

This rule, relating to both gifts promised or offered and those received, also applies in those countries where offering high-value gifts is a custom.

5.5 Sponsorships, Donations, and Liberalities

Cyberwave permits the granting of sponsorships, donations, and liberalities only for charitable purposes and toward recipients that do not pursue profit-making purposes, and provided that such disbursements do not entail any economic benefit for the Company.

Donations to third parties of a gratuitous nature are subject to prior approval by the competent corporate functions, as well as formally reported and recorded. Adequate publicity must be given to such liberalities and disbursements in accounting records, in compliance with applicable regulatory and accounting practices. Payment of sponsorships and charitable contributions may be arranged only by bank transfer.

5.6 Communication Management

Cyberwave recognizes the strategic importance of external communications and digital channels as tools for engaging with the community, clients, commercial partners, and other stakeholders, as well as vehicles for disseminating the Company's image and values.

The Company, also assisted by specialized consultants, manages its institutional channels used for external communication purposes, including the corporate website and official profiles and pages on social media, in compliance with the principles of truthfulness, accuracy, transparency, and consistency of shared information.

Recipients are prohibited from disseminating, through digital channels or social media, content attributable to Cyberwave without prior authorization or in violation of corporate regulations, as well as from publishing inaccurate, misleading, confidential information or information capable of harming the image, reputation, or interests of the Company.

6. Implementation and Dissemination of the Code of Conduct

6.1 Training and Dissemination of the Code of Conduct

Cyberwave does not tolerate unlawful conduct, or conduct otherwise contrary to the principles, values, and rules of conduct contained in this Code of Conduct, regardless of any purpose, as such conduct is contrary to the ethical principles to which the Company intends to adhere.

In order to ensure effective implementation of this Code, Cyberwave ensures proper and complete dissemination of the principles contained herein, within and outside its organization.

In particular, Cyberwave's objective is to communicate the contents and principles of the Code of Conduct not only to its employees, but to all Recipients and, accordingly, the Code of Conduct is accessible to all on the Company's website.

The adoption of the Code is also brought to the attention of external parties who collaborate with Cyberwave (external collaborators, consultants, clients, suppliers, etc.) also through specific contractual clauses that bind them to comply with the provisions contained herein.

Cyberwave is also committed to promoting the dissemination of the Code through periodic training, awareness-raising, and updating activities addressed to Recipients, in order to ensure full understanding of the contents and the effective application of the principles contained therein.

The Company also ensures that any updates or revisions of the Code are promptly communicated and made available to all interested parties, thus guaranteeing the constant timeliness and relevance of the document.

6.2 Whistleblowing System

Cyberwave encourages, in protection of the values of integrity and ethical conduct expressed by this Code of Conduct, anyone wishing to report a potential inappropriate or improper conduct or a suspected violation.

Recipients must be active participants in promoting the values of the Code of Conduct and the internal control system provided by Model 231. In this regard, therefore, should they become aware of a violation of laws and regulations, of the principles expressed in the corporate regulations adopted by the Company, or of the principles and behavioral protocols provided by Model 231, they are required to report such violation through the reporting channels specifically implemented by Cyberwave.

Cyberwave protects the confidentiality of the whistleblower's identity by adopting technical and organizational measures suitable for preventing any form of retaliation, discrimination, or penalization against them, also ensuring the complete independence of the reporting management process.

For reporting, please use our dedicated Whistleblowing portal.

6.3 The Disciplinary System

Non-compliance with the rules of conduct contained in this Code constitutes a violation thereof.

Non-observance of the principles of the Code of Conduct may therefore entail, depending on the case, the application of disciplinary measures and/or sanctions and/or the termination of the employment or commercial contract in effect.

No unlawful conduct, or conduct otherwise in violation of the provisions of this document, or even merely illegitimate or improper conduct, may be justified or considered less serious, even if carried out in the interest or advantage of the Company. Consequently, any act performed notwithstanding the contrary provisions established by this Code of Conduct may result in the initiation of disciplinary proceedings against employees.

In particular:

  • For employees and collaborators of Cyberwave, violation of the Code of Conduct constitutes a breach of the obligations arising from the employment relationship and/or a disciplinary offense that may prejudice the continuation of the employment relationship and may also give rise to actions for compensation of damages; in particular, the measures against employees and collaborators of Cyberwave arising from the violation of the ethical principles and behavioral rules of this Code of Conduct are those provided for by the applicable CCNL (National Collective Labor Agreements);
  • For members of corporate bodies, violation of the rules of the Code of Conduct may lead to the adoption of proportionate measures in relation to the seriousness or recurrence or degree of fault, up to and including revocation of the mandate for just cause and/or liability action pursuant to Articles 2393/2407 of the Italian Civil Code to be proposed to the Shareholders' Meeting;
  • For Recipients who are not employees of the Company, observance of the Code of Conduct constitutes a prerequisite for the continuation of the professional/collaborative relationship in place with Cyberwave; therefore, violation of the rules of the Code may constitute a breach of contractual obligations, with all legal consequences, including with regard to the termination of the contract and/or the assignment, and may entail compensation for damages suffered by Cyberwave.

The disciplinary system is applied according to criteria of proportionality, timeliness, and uniformity, ensuring that each violation is assessed taking into account the seriousness of the conduct, any repetition, intentionality, and the degree of responsibility of the person involved.

Cyberwave also guarantees that the application of sanctions takes place in full compliance with the procedures provided for by applicable legislation and collective agreements, ensuring the right of defense of the person concerned and the complete traceability of the disciplinary procedure.

Footnotes

  1. Recipients means: (a) directors; (b) members of corporate bodies; (c) any other person in a senior position (meaning any person who holds functions of representation, management, administration, direction, or control of the Company); (d) employees and external collaborators of any type (permanent, fixed-term, part-time, temporary, interns of any grade and under any type of contractual relationship, including those seconded abroad) subject to the direction or supervision of the Company's so-called senior persons; (e) collaborators of any type, consultants, suppliers, commercial partners. ↩

  2. A Public Official, pursuant to Article 357(1) of the Italian Criminal Code, is a person who, for the purposes of criminal law, exercises a public legislative, judicial, or administrative function. ↩

  3. A Public Service Officer, pursuant to Article 358 of the Italian Criminal Code, is a person who, in any capacity, provides a public service. A public service is an activity governed in the same forms as a public function, but characterized by the absence of the typical powers of the latter, and excluding the performance of simple clerical duties and the provision of merely material work. ↩

Questions?

If you have any questions about our Code of Conduct, please contact us at info@cyberwave.com