Code of Ethics

Generality

The Code of Ethics is the official document of the company that summarizes the principles of conduct which ECULTURE GROUP SRL believes are essential to comply with in carrying out the activities required for the pursuit of its goals. It consists of a set of values and rules, in which respect and observance are essential and unavoidable elements in the orientation of the company business.

ECULTURE GROUP SRL is convinced that a "virtuous" attitude, respectful of the rules, not only regulated by law or belonging to professional ethics in general, but also norms of respect and fair competition, represents a company policy, at least in the medium to long term, consistent with the profit motive that underlies economic entities. For this reason, ECULTURE GROUP SRL performs the tasks entrusted to it in full compliance with ethical principles towards the public, artists, promoters, organizers, and local authorities, as well as the inviolable principles of environmental compatibility, respect for women and every free form of sexual expression. Similarly, the company pays particular attention to and has put in place specific procedures, which are subject to control and review, aimed to comply with the regulations and preventing the offences referred to in Legislative Decree 231/01 and its amendments and supplements. (Editor's note: Italian Legislative Decree 231/01 establishes the responsibilities of the employer and of the company in the event of offences committed by its employees.)

Recipients

ECULTURE GROUP SRL. aims to combine its aspirations of entrepreneurial success with the maintenance and development of a relationship of trust with all those who interact and are interested in its business activities; therefore, it will compete fairly and honestly within the limits established by law and by the Code. This Code of Ethics is addressed to all those who, for work and business relations reasons, participate in the sphere of interests of the ECULTURE GROUP and more specifically in: 1. Public. 2. Coordinated and continuous or occasional collaborators, artists, and professionals. 3. Continuous or occasional suppliers of goods and services. 4. Anyone who, for any reason or activity, operates in the interest, in the name and on behalf of the Company. ECULTURE GROUP SRL will provide its customers with quality and highly innovative solutions that are safe and meet their needs, at appropriate prices. ECULTURE GROUP SRL will provide its employees with an environment that encourages individual and team excellence, and helps the Company achieve competitive success by maintaining a safe and healthy working environment for all employees, with a view to preventing accidents with possible negative effects on people. ECULTURE GROUP SRL will act ethically, as a responsible entity, treating suppliers fairly, honestly, and objectively. The Company shall ensure an adequate training and continuous awareness program on issues related to the Code of Ethics, to the Professional Ethics of the entertainment industry and to its effective compliance. In the event that even one provision of the Code of Ethics conflicts with provisions set forth in internal regulations or procedures, the Code shall prevail over any such provisions. Through its corporate bodies ECULTURE GROUP SRL. is committed to disseminating, verifying, and monitoring this Code of Ethics, as well as to the application of penalties for failure to comply with its contents. Such penalties are provided for in the disciplinary system adopted by the Company, and together with this Code of Ethics, are an integral and substantial part of the 231 Model. (Editor's note: 231 Model refers to a 2001 Decree that punishes companies in case of unlawful behaviors from any of its staff members or employees to benefit the companies themselves. Model 231 is an organizational model designed to prevent offences, which varies from company to company, and which must prevent such behaviors).

General principles

3.1 Impartiality

In decisions that affect relations with its stakeholders (the choice of citizens-users to be served, relations with public institutions, personnel management or work organization, the selection and management of suppliers, and relations with the surrounding community), ECULTURE GROUP SRL avoids any discrimination based on age, gender, sexuality, health, race, nationality, political views and religious beliefs of its stakeholders.

3.2 Honesty

Honesty is the core ethical principle for all activities carried out by the Company. The recipients of the Code of Ethics of ECULTURE GROUP SRL are required to comply with applicable national and EU laws, regulations, or internal codes and, where applicable, to the rules of professional ethics. Under no circumstances is conduct in violation of these standards justified or tolerated by the Company.

3.3 Fairness

In case of potential conflicts of interest In the conduct of any activity, situations where the individuals involved in the transactions are, or may even appear to be, in conflict of interest must always be avoided. This means both the case in which an individual pursues an interest that differs from the mission of ECULTURE GROUP SRL or takes "personal" advantage of the company's economic opportunities, and the case in which customer or supplier representatives act in contrast with the fiduciary duties related to their position in their dealings with ECULTURE GROUP SRL.

3.4 Confidentiality

ECULTURE GROUP SRL ensures the confidentiality of the information in its possession and refrains from seeking any confidential data, except in the case of express and conscious authorization and in compliance with legal regulations. Furthermore, all employees and collaborators of the Company are obliged not to use confidential information for purposes unconnected with the performance of their duties.

3.5 Enhancing the value of the Company

ECULTURE GROUP SRL strives to ensure that its economic/financial and management performance is such as to safeguard and enhance the value of the Company.

3.6 Value of human resources

The employees and collaborators of ECULTURE GROUP SRL are an indispensable factor for its success. For this reason, the Company protects and promotes the value of human resources in order to improve and increase the wealth and competitiveness of the skills possessed by each of them.

3.7 Equity of authority

In the signing and in the management of contractual relationships that involve the establishment of hierarchical relationships, ECULTURE GROUP SRL is committed to ensuring that the authority is exercised with fairness and correctness, avoiding any abuse. In particular, the Company ensures that authority does not turn into an exercise of power that could be detrimental to human dignity.

3.8 Integrity of the person

ECULTURE GROUP SRL guarantees the physical and moral integrity of its employees and collaborators, working conditions that respect individual dignity and a safe and healthy working environment. 3.9 Transparency and completeness of information Employees and collaborators of ECULTURE GROUP SRL are obliged to provide complete, transparent, comprehensible, and accurate information, so that stakeholders are able to make autonomous decisions when establishing relations with the Company, aware of the interests involved, the possible alternatives and the relevant consequences.

3.10 Diligence and accuracy in the execution of tasks and contracts

Contracts and work assignments must be carried out as consciously agreed by the parties. ECULTURE GROUP SRL undertakes not to exploit conditions of ignorance or incapacity of its internal and external counterparts.

3.11 Fairness and equity in contract management and negotiation

It should be avoided that in existing relationships, anyone acting in the name and on behalf of ECULTURE GROUP SRL tries to take advantage of contractual gaps, or unforeseen events, to negotiate the contract or professional service with the sole aim of exploiting the position of dependence or weakness in which the interlocutor has found himself.

3.12 Fair competition

ECULTURE GROUP SRL intends to protect the value of fair competition by refraining from collusive, predatory behavior and abuse of a dominant position. The company commits everyone to comply with the regulations in force in all places where the company operates.

3.13 Prevention of corruption

In the conduct of its activities, ECULTURE GROUP SRL prohibits any action against or by third parties intended to promote or favor its interests, to gain an advantage, or capable of affecting the impartiality and independence of judgment. To this end, it undertakes to implement all the necessary measures to prevent and avoid corruption and other conduct that could lead to the danger of committing the offences provided for in Legislative Decree no. 231/01. (Editor’s note: discipline of the administrative responsibility of legal persons, companies, and associations, including those without legal personality, pursuant to Article 11 of Italian Law no. 300 issued on September 29, 2000). ECULTURE GROUP SRL does not allow the payment or acceptance of sums of money or gifts to/from third parties, for the purpose of procuring direct or indirect advantages for the Company; it is, however, permitted to accept or offer gifts that fall within the usual uses of hospitality, courtesy and for special occasions.

3.14 Environmental protection

The environment is a primary asset that ECULTURE GROUP SRL is committed to safeguarding. To this end, it plans its activities by seeking a balance between economic and financial initiatives and essential environmental needs, considering the rights of future generations. ECULTURE GROUP SRL is therefore committed to improving the environmental impact of its activities, as well as to preventing risks to citizens and the environment in compliance with the relevant legislation in force.

Customers

a) Long-term relationships with customers

It is the responsibility of those in contact with customers to try to understand their demands, their anxieties, their goals, their needs and to do what is reasonably possible to satisfy them. Honesty and moral reliability are essential qualities for establishing good and lasting relationships with customers. Statements made to customers about solutions, supplies and prices should be genuine and not misleading.

b) Contractual terms and conditions

Any change to the standard contractual wording requires formal approval by the authorized managers of the Company, in accordance with the organizational chart and powers of attorney in force from time to time.

c) Private and confidential information Before disclosing information of a private or confidential nature to a customer, a specific confidentiality agreement containing obligations and restrictions on use or disclosure is required.

d) Anti-competitive practices

In phase of negotiations with customers, employees, professionals, and collaborators any potential violation of laws on unfair competition shall be avoided. For example, changes in marketing terms or conditions in favor of certain customers and not their competitors, potentially constituting unlawful price discrimination, must be authorized in advance by the Company's top management (Chief Executive Officer).

e) Compliance with the special regulations governed by Italian Legislative Decree no. 81/08 "Protection of health and safety in the workplace" and its subsequent amendments and by Legislative Decree no. 196/03 "Privacy code".

Pursuant to the provisions of paragraph e), ECULTURE GROUP SRL identifies specific individuals within the company in charge of the functions it envisages. These people may, therefore, issue declarations or self-certifications in the name and on behalf of the Company itself in dealings with customers.

Competitors

a) Relations with competitors

The Company categorically prohibits the adoption of unfair competition methods, as defined by the relevant laws in force from country to country. The Company suggests involving top management in the consideration of proposals entailing cooperation with a competitor. It is prohibited to enter into agreements or understandings with competing companies that have as their object or effect the fixing of prices or conditions of sale. In contacts with competing companies, business personnel should avoid discussing matters such as prices or other terms and conditions of offers, costs, inventories, production plans, market researches or other information in which communication is not strictly necessary and relevant to the specific negotiation.

Ownership, Chairman, Board, Partners

a) Accounting accuracy

Each operation must be correctly recorded, authorized, verifiable, legitimate, consistent, and congruent, respecting the following operating principles:

Registration: every operation must be suitably and intelligibly recorded in one of the Company's books or registers and must be reported, even in the form of a memory or information note, even though it may not have financial and economic evidence.

Authorization: each operation must be authorized by the person who is responsible for the individual fact, for the operation, for the corporate function in charge of the operation, or, in other words, by the Management. Powers and responsibilities for the operations carried out are ascribed to each person, based on the Company organizational chart and of the level and staff job description, which are the domain of the whole Company.

Verifiability: each operation must be verifiable by the person in charge, to whom the operation is hierarchically subordinate, and by external public and private verifying bodies.

Legitimacy: every operation must be carried out in compliance with the laws and regulations of the country in which it operates and with the Company's procedures.

Consistency: all actions and operations must be directed unequivocally to the economic and moral development of the Company, in full compliance with the law.

Adequacy: every operation must be economically congruous. This principle includes the cause/effect relationship, whereby acts and transactions are considered congruous if, while achieving a negative (financial and social) benefit, they are ethically correct and adopted to avoid negative benefits of greater harm.

b) Confidential and ‘relevant' information

Anyone who collaborates, even occasionally, with the ECULTURE GROUP is obliged to protect the data and information that the Company uses in its business activities that are not known outside the Company. All acts and materials containing confidential information cannot be disclosed, copied, or downloaded from the company network without specific authorization from the Company's top management. Relevant information is any information of a technical, commercial, or financial nature that is not known outside the Company. It is forbidden to use it and to allow anyone to take advantage of it. It is forbidden to disclose, in advance of the appointed and authorized corporate bodies, the possibility of mergers, acquisitions, major changes in top management personnel, as well as judicial events relating to both the Company's human resources and the Company itself.

Employees, collaborators and personnel policies

a) Human Resources

Human resources are an indispensable and fundamental element for the existence of the business. The Company offers workers equal job opportunities, so that everyone can enjoy fair treatment based on merit without any discrimination. The Company interprets the entrepreneurial role both in the protection of working conditions and in the protection of the psycho-physical integrity of the worker, respecting his/her moral personality, avoiding that this is subjected to unlawful conditioning or undue discomfort.

b) Protection of personnel

For the purposes of the broadest protection of the health and safety of personnel working in the workplace, ECULTURE GROUP SRL adopts and implements a comprehensive Company system for the fulfilment of the relevant legal obligations:

1. respect of technical and structural standards laid down by law regarding equipment, installations, workplaces, chemical, physical and biological agents.
2. activities of assessing risks and preparing the consequent prevention and protection measures.
3. activities of an organizational nature, such as emergencies, first aid, contract management, regular safety meetings, consultation of workers' safety representatives.
4. health surveillance activities.
5. workers information activities.
6. workers' supervising in compliance with safe working procedures and instructions.
7. acquisition of documents and certifications required by law.
8. periodic checks on the application and effectiveness of the adopted procedures.

c) Health and safety

ECULTURE GROUP SRL is committed to preserving, above all through preventive actions, the health and safety of workers by adopting specific company protocols and procedures. To this end, it is committed to promoting and disseminating the culture of safety in the workplace, including specific staff training and information programs for the staff. Directors, employees, and collaborators undertake to comply with the rules and obligations arising from the relevant legislation on health and safety in the workplace and from this Code of Ethics.

d) Principle of delegation

The Company's personnel policy is based on the development of the professionalism and individual working skills of its employees, as the key values and requirements for the ideal achievement of corporate objectives. The Company adopts the principle of corporate delegation, implemented through powers of attorney, as well as delegation of tasks, to ensure a devolution of powers and functions to its individual human resources, in order to guarantee the presence in the various corporate procedures of legally responsible persons, exercising on them the duty/power of supervision.

e) Moral conduct

Every single human resource of the Company is bound to the interpersonal promotion of dignity and mutual respect and will also be required to perform their duties honestly, intelligently and with good judgement, in accordance with company policies, procedures and directives. Each worker is obliged to comply with the instructions given by the Company management and his hierarchical superiors on the use of equipment and safety devices required in the performance of individual operations and to participate in training and involvement initiatives organized by the Company on the subject of health and safety protection in the workplace. The Company expects its employees, at all levels, to cooperate in maintaining a climate of mutual respect for the dignity, honor, and reputation of each individual. The Personnel Department will take firm action to prevent insulting or defamatory interpersonal attitudes.

f) Unfair competition and conflict of interest

The staff of ECULTURE GROUP SRL is obliged to perform their work with diligence, competence, and loyalty, refraining from promoting, or otherwise take part in initiatives that put them in a situation of conflict of interest, on their own behalf or on behalf of third parties. In the event that a situation of conflict of interest may arise, each employee is required to inform his or her manager. Therefore, employees and professionals must consider the Company's interests a priority and must avoid any action that might disadvantage or harm the Company.

g) Use of company assets and possible conflicts

Each employee is obliged to use, keep, and safeguard the Company's assets, such as the reserve fund, with the diligence of a good family man. Employees and professionals may not carry out work on their own behalf or on behalf of third parties during the performance of their duties and - for the performance of such activities - are therefore neither entitled nor authorized to use the Company equipment. The use of Company resources by employees and professionals must comply with Company policies and applicable laws, including and especially those concerning health and safety in the workplace. Employees and professionals must not use such resources in a way that could harm themselves or endanger third parties. Each employee and professional is therefore required to comply fully with the regulations on health and safety in the workplace.

h) Equal opportunities - Prohibition of discrimination and harassment

All decisions relating to the acquisition and use of the Company's human resources shall be evaluated without any kind of discrimination and with respect for equal opportunities. The ECULTURE GROUP prohibits any kind of harassment - wherever and however exercised - in working relationships between its employees, professionals, collaborators, and consultants. The Company will not tolerate any form of discrimination based on race, color, sex, age, religion, physical condition, marital status, sexual orientation, citizenship, ethnic origin, or any other discrimination that is against the law. Any violation of these principles will be prosecuted, where known, with the legal protection actions identified from time to time.

i) Alcohol and drug abuse

Each employee and professional shall contribute to ensuring that the sensitivities of others are not offended or impaired in the course of work. In this respect, the Company prohibits serving under the influence of alcohol and/or drugs or consuming or disposing of drugs for any reason whatsoever during the course of work, as such conduct constitutes an offence with both civil and criminal consequences.

Suppliers

It is the policy of the ECULTURE GROUP to negotiate fairly and transparently with all suppliers. The Company has as its primary objective the creation of a healthy, profitable, and sustainable entertainment in full compliance with the regulations in force to protect it. In this regard, quality agreements, conventions, certifications, and codifications will be developed with those suppliers who will be able to best ensure the Company's needs and quality standards.

Prohibited behaviors

It is expressly forbidden to behave in such a way as to constitute the following offences:

1. environmental crimes.
2. corporate crimes.
3. crimes relating to violation of copyright.
4. market abuse crimes.
5. organized crimes.
6. crimes against the individual personality.
7. crimes for the purpose of terrorism or subversion of the democratic order.
8. computer crimes.
9. crimes in relations with the public administration.
10. crimes of manslaughter and grievous or very grievous bodily harm committed in breach of the rules on the protection of health and safety in the workplace.
11. crimes of receiving stolen goods, money laundering and use of money, goods, or utilities of criminal origin.

Implementing provisions

The principles and indications contained in this Code of Ethics will be brought to the attention of all the professionals and collaborators orbiting the ECULTURE GROUP SRL. The principles and ethical values underlying every action and relationship related to ECULTURE GROUP SRL are made the subject of appropriate forms of institutional communication, according to the means and procedures deemed most appropriate by the competent Company departments/roles. Any violation of the principles and provisions contained in this Code of Ethics by its addressees shall be promptly reported to the Company's top management. If the reports received require confidential treatment (including maintaining an anonymity profile), in accordance with current regulations, ECULTURE GROUP SRL undertakes to protect this confidentiality, without prejudice to the provisions of the law, regulations or procedures applicable to the case. ECULTURE GROUP SRL will not allow any kind of consequence for reports that have been made in good faith, considering that the possibility of open communication is a necessary condition for the implementation of the Code of Ethics. The violation of the provisions contained in this Code of Ethics constitutes a disciplinary offence and, as far as external collaborators are concerned, a contractual offence. For this reason, it may be sanctioned to an extent proportional to the seriousness of the breach or of the act committed following notification of the facts for employees, without prejudice, to compliance with the procedures set out in Art. 7 of Italian Law no. 300 issued on May 20, 1970 (the so called “Workers' Statute”), with the collective labor agreements and with any Company regulations adopted by ECULTURE GROUP SRL. All personnel shall monitor, amend, and complete the provisions contained in this Code of Ethics, submitting them to the CEO for approval.