"Speed demands a special kind of care, a specific ability; otherwise, you
make mistakes, you fall, you end up regretting things. Speed calls for a clear
head and physique. You need that mastery that allows you to appreciate
slowness when speed is useless."

(Definition of SPEED by Valentino Rossi from the Zingarelli Dictionary, 2019 version.)

 

CODE OF ETHICS


CONTENTS

MESSAGE FROM THE SOLE DIRECTOR __________________________3
1 Premises ________________________________________________4
2 Purpose _________________________________________________4
3 Structure of the Code of Ethics and Scope of Application ________5
4 General ethical principles___________________________________6
4.1 Legality ___________________________________________________ 6
4.2 Fairness __________________________________________________ 6
4.3 Confidentiality _____________________________________________ 6
4.4 Respect for the individual ____________________________________ 6
4.5 Quality of working life _______________________________________ 7
4.6 Product quality_____________________________________________ 7
5 Application of the Ethical Principles in relation to stakeholders ___7
5.1 Relations with shareholders __________________________________ 7
5.2 Relations with employees ____________________________________ 8
5.3 Customer relations _________________________________________ 8
5.4 Relations with suppliers and licensees _________________________ 9
6 Compliance with the Ethical Principles________________________9
6.1 Communication, information and training activities ______________ 9
6.2 Employees _______________________________________________ 10
6.3 Third Parties ______________________________________________ 10



MESSAGE FROM THE SOLE DIRECTOR

Dear colleagues and collaborators,
I am writing to you as the Sole Director to present you with our Code of Ethics, a fundamental document that reflects our values and guiding principles.
Our success as a company is based not only on our ability to achieve economic goals but also on our dedication to maintaining standards of ethics and integrity. The Code of Ethics is at the core of this dedication, a guide to lead us in our daily activities, decisions and conduct.

This Code of Ethics is the result of careful reflection on the values that define us as an organisation. We believe that legality, fairness, confidentiality and respect for the individual are essential not only for our success but also for ensuring a healthy and safe working environment. In addition, we believe in the quality of our products, which mirror the values we pursue. By following these principles, we build trust between ourselves, our customers, partners and the communities in which we operate.
The Code of Ethics applies to all of us: employees, managers and the Administrative Body. We also invite our business partners to share our values.
Our commitment to ethics is not only a matter of legal compliance, but rather a central element of our corporate culture. We are proud of our journey thus far and are convinced that our commitment to ethical standards will lead us to even greater successes in the future.
I would like to thank each of you for your commitment and contribution to building a company of which we can be proud.

Best wishes to all,

The Sole Director



1 PREMISES

VR|46 Racing Apparel S.r.l. (hereinafter, the “Company”) was established as a business that oversees the design, production and marketing of official merchandising items identified with various motorbike racing riders and Valentino Rossi, a 9-time world champion and icon of the MotoGP championship. The Company expresses the passion and values of riders through its extensive collection of clothing, accessories and merchandising.

In addition, as part of its activities and in conducting its business, the Company assumes inspiring principles in the form of compliance with the laws and regulations
of the countries in which it operates within a framework of legality, fairness, confidentiality, respect for the individual, quality of working life and product quality.

In keeping with these principles, the Company endeavours to fulfil its mission to compete fairly and professionally on the market and promote the proper and responsible use of resources.

We pursue the goals of growth in production and market share, as well as of strengthening the capacity to create value, by ensuring that structures and processes are subject to adequate standards of decision-making and operational security that underpin the development of new business, the efficiency of discretional business strategies and management mechanisms, as well as the quality of risk management and measurement systems.

2 PURPOSE

This Code of Ethics, which has been approved by the Administrative Body, aims to define and formalise the ethical values to which the Company relates so that these values may constitute the basic element of the company culture, as well as the standard of conduct for anyone who works in the interest or for the benefit of the Company itself in carrying out activities and social affairs. The Code of Ethics and the Principles established therein indicate the required and forbidden behaviours for anyone who works in the interest or for the benefit of the Company, formalising the due diligence required in performing such activities.


The Code of Ethics also serves as a standard of reference and guideline for possible termination of relations; where an activity, act or operation is not governed by applicable procedures, work instructions or other preventive rules, its Recipients must behave in accordance with the Principles therein set out.

3 STRUCTURE OF THE CODE OF ETHICS AND SCOPE OF APPLICATION

The Code of Ethics (hereinafter the “Code”) consists of the following parts:
▪ the Ethical Principles;
▪ the application of the Ethical Principles in relation to the stakeholders;
▪ compliance with the Ethical Principles.

This Code comprises all the rights, duties and responsibilities of the Company towards its “stakeholders” (employees, suppliers, customers, partners, Public Administration, shareholders, etc.).

The following Recipients are required to comply with the Code of Ethics:
▪ the Corporate Bodies, who must comply with all decisions and actions in compliance with the Code, disseminate knowledge of it and facilitate its sharing by Personnel and third parties who work in the interest or for the benefit of the Company; by their behaviour, they must also constitute a reference model for all Recipients;
▪ Employees, who are required to act in compliance with the Code of Ethics and its Principles;
▪ Suppliers of goods and services, who must be duly informed of the rules of
conduct contained in the Code and standardise their behaviour throughout the
duration of their contractual relationship with the Company;
▪ Partners in the field of commercial relations or business initiatives (licensees);
▪ Customers.

The Company undertakes to disseminate this Code among all the Recipients listed above. A digital copy of this Code is available for consultation on the VR46 Racing Apparel S.r.l. website.



4 GENERAL ETHICAL PRINCIPLES

4.1 Legality

The Recipients of the Code of Ethics shall recognise the fundamental importance of acting in compliance with national and supranational laws in force in the countries in
which they operate, as well as with the acts and measures issued by the supervisory, regulatory and judicial authorities, as well as with all self-regulatory rules adopted or incorporated.
Recipients are required to act with a sense of responsibility and in good faith in every activity or decision.

Lastly, the Recipients are required to comply with company regulations that, in turn, implement regulatory obligations.

4.2 Fairness

Recipients of the Code of Ethics are also required to comply with company regulations, collaboration, mutual respect and loyalty in the performance of their internal and external functions and the relationship of trust established with customers and third parties.

4.3 Confidentiality

The Recipients of the Code of Ethics shall ensure the confidentiality of any information learned during activities carried out in the interest or for the benefit of the Company, in full accordance with current legislation. They are also required to safeguard the confidentiality and privacy of information and personal data belonging to collaborators, employees, customers, suppliers and licensees.

The Recipients are required to process company data and information exclusively within the scope and for the purposes of their work and professional activities. In addition, they are forbidden to disclose (communicate, disseminate or publish in any
way) information without the written consent of the Company.

4.4 Respect for the individual

The Recipients of the Code of Ethics shall ensure respect for the individual and recognise the value of life, health and human dignity.

Recipients shall treat each person equally, avoiding any form of discrimination, in particular on the grounds of religion, gender, age, sexual preferences, racial, ethnic or religious origin, disability, trade union membership or political affiliation.

4.5 Quality of working life

The Governing Body, the Employer and the health and safety officers shall also protect the moral integrity of their employees and collaborators, guaranteeing the right to working conditions that respect human dignity and health and safety in the workplace.
Recipients are committed to supporting the personal and professional development of each employee and collaborator in order to create a working environment that is open and conducive to dialogue.

4.6 Product quality

Recipients undertake to enhance the quality of the products and services provided to meet all the needs and expectations of the stakeholders through a principle of continuous improvement, applied daily on a personal and professional level, raising staff's awareness of technical aspects of quality and products.

In terms of efficiency, this implies the pursuit of the best performance in terms ofpunctuality in the fulfilment of duties and obligations, as well as striving for optimal cost-effectiveness in the services provided.

5 APPLICATION OF THE ETHICAL PRINCIPLES IN RELATION TO
STAKEHOLDERS

5.1 Relations with shareholders

Recipients of the Code of Ethics shall guarantee transparency and periodic information sharing with the shareholders in compliance with applicable laws and regulations.
The interests of all the shareholders are promoted and protected by rejecting any particular or partial interest.
The Governing Body and delegated officers shall guarantee the provision of truthful, correct, timely and transparent information to the shareholders regarding any action or choice that may have effects or consequences on their investments.
The Governing Body shall promote the conscious and informed participation of the shareholders in corporate decisions.
The Governing Body and the delegated entities shall promote the utmost confidentiality of information relating to extraordinary transactions.

The Recipients involved must keep this information confidential and not misuse it.

5.2 Relations with employees

Recipients of the Code of Ethics shall promote respect for the principles of equality and equal opportunities in the selection and recruitment of personnel, rejecting any form of favouritism.
Employment relationships shall be formalised with a regular contract, rejecting any form of illegal work, also in reference to the presence of foreign nationals in the territory of the State.
Recipients shall encourage maximum collaboration and transparency with newly hired employees so that they may be clearly aware of their assigned tasks. Recipients shall guarantee working conditions that protect the psycho-physical integrity of people, making workplaces available that comply with current health and safety regulations.
Recipients shall recognise the centrality of human resources and the importance of establishing and maintaining relationships based on loyalty and mutual trust.
Recipients undertake to enhance the development and professional growth of each worker, creating a relationship of trust and respect.

Recipients shall ensure compliance with the transparent and impartial selection and hiring criteria, giving priority to the profiles of candidates who recognise the expectations and values of the Company.

The Company shall promote the professional growth of employees throughappropriate tools and training plans.

5.3 Customer relations

Recipients of the Code of Ethics shall act by guaranteeing honesty, lawfulness and fairness in their activities, guaranteeing professionalism and quality of work and also ensuring the confidentiality of information regarding customers.
The legality of the proposed solutions must always be guaranteed in the provision of services.

Any form of discrimination against customers is prohibited.

The Company shall promote relationships with customers based on integrity andtransparency; therefore, Employees are obligated to provide products and services that meet the expectations of customers in accordance with advertising,commercial or any other type of communications.

The Recipients shall promote the continuous improvement of the quality of services offered to end customers in terms of speed and efficiency.

5.4 Relations with suppliers and licensees

The processes for selecting and hiring suppliers and licensees shall be shaped by criteria of trust, quality, professionalism and respect for market dynamics.
With respect to the services/products offered, the choice of suppliers shall be based on objective and impartial criteria in terms of quality, level of innovation, cost and ability to provide additional services. In addition, the choice shall be based on the sharing of the values on which the Company is based, as well as the corporate bodies. In no case shall the choice of suppliers be based on the ability to unlawfully influence third parties.

The Company shall avoid agreements with suppliers of dubious reputation that may not reflect the values expressed in this Code of Ethics. In addition, suppliers shall be chosen also on the basis of principles pertaining to respect for the environment, working conditions, human rights and the principles of legality, respect for competition and the fight against corruption.
Any violation of the principles of legality, fairness and confidentiality constitutes just cause for the termination of relations with suppliers and licensees.

6 COMPLIANCE WITH THE ETHICAL PRINCIPLES

6.1 Communication, information and training activities

This Code of Ethics shall be brought to the attention of all interested parties through suitable communication activities. The competent Human Resources department shall preside over the dissemination and awareness of this Code of Ethics.


6.2 Employees

The adherence of employees to the Code of Ethics reinforces and clarifies their obligations of loyalty, fairness, and confidentiality in the execution of their employment contracts in good faith. This is also required by the Company, as per Article 2104 of the Italian Civil Code.
In case of violation of the rules of the Code, the penalties envisaged by the CCNL (National Collective Labour Agreement) shall apply.

6.3 Third Parties

The adherence of suppliers to the Code of Ethics coincides with their commitment to diligence and good faith in negotiations and contract execution with the Company. The violation of the rules of the Code of Ethics referred to in the contract may, depending on the severity, constitute just cause for revocation or termination of prevailing contracts with all legal consequences, including compensation for damages.