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CODE OF ETHICSApproved by the Board of Directors’ meeting held on 12 April 2017

CONTENTS01. FOREWORD 3

02. SCOPE OF APPLICATION AND INTERESTED PARTIES 3

03. OUR ETHICAL PRINCIPLES 5

04. CODE OF CONDUCT 7a) Correct Management of Corporate Governance 7b) Correct Information and Access 7c) Quality, Performance and Reliability in Client Relations 8d) Confidentiality of Information 8e) Correct Management and Control of Gifts and Benefits 8f) Correct Management of Sponsorships and Free Contributions 9g) Objective Assessment of Suppliers 9h) Safeguarding of Suppliers 9i) Correct Management of Financial Flows 9j) Anti-Corruption 9k) Fair Competition 10l) Correct Management of Conflicts of Interest 10m) Safeguarding Health and Safety 10n) Environmental Safeguards 10o) Fairness when Selecting, Valuing and Safeguarding Personnel 10p) Correct Planning of Incentive Systems 11q) Safeguarding Personnel’s Integrity 11r) Respect of Local Communities 11s) Correct use of Company Goods 11

05. APPLICATION AND COMPLIANCE 13

CODE OF ETHICS CONTENTS

Copyright Photo:Moreno MaggiEdoardo MontainaSalini Impregilo Image Library

CODE OF ETHICS FOREWORD / SCOPE OF APPLICATION AND INTERESTED PARTIES

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The interested parties of this Code of Ethicsare the directors, statutory auditors, managersand employees of Salini Impregilo, and allthose who, both directly and indirectly,permanently or temporarily, establish relations,each within his/her relevant role andresponsibilities.

Interested parties must abide by the Law andby all applicable regulations in all the differentgeographical contexts in which Salini Impregiloworks, and must behave in compliance withthis Code. Interested parties must also knowand abide by the contents of the procedures

that are relevant to their work, according totheir role and level of responsibility. SaliniImpregilo firmly believes that compliance withthe Law is fundamental. The pursuit of thecompany’s interests cannot, therefore, in anyway, justify any conduct violating the Law andthe rules set herein.

This Code of Ethics is valid in Italy and abroad.With regard to the latter, its application mustbe carried out according to the variouscultural, political, social, economic andcommercial contexts of the various countriesin which Salini Impregilo works.

The Code of Ethics sets forth the principles andbehavioural rules that must be followed by allthose who work for and with Salini Impregilo,who should draw inspiration from it in their dailyactivities. The Code of Ethics is a tool designed to

safeguard, guarantee and protect the Group’sassets and reputation, and like the Organisational,Management and Control Model pursuant toLegislative Decree 231/01 and the Anti-Corruption policy, it is a fundamental element ofour company’s ethics system.

02. SCOPE OF APPLICATION AND

INTERESTED PARTIES

01. FOREWORD

CODE OF ETHICS OUR ETHICAL PRINCIPLES

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Salini Impregilo pursues value creation in itsactivities for all of its stakeholders, by carefullymanaging the company’s risk profile and byadopting a correct and transparent conducttowards them.

Every employee must act daily according to theethical principles that represent Salini Impregilo:

• Integrity: Salini Impregilo promoteslawfulness, honesty, equity, impartiality in allits behaviour, both within and outside itscompany, developing trustworthy relationswith its clients, business partners, suppliersand with all stakeholders.

• Correctness: Salini Impregilo adopts

maximum diligence when carrying outnegotiations, agreements or companyactivities.

• Reliability: Salini Impregilo uses everynecessary instrument to communicateclearly, completely and promptly, so that themarket and the other interlocutors can makeinformed and conscious decisions.

• Sustainability: Salini Impregilo promotessustainable development through the qualityand excellence of its works. It also pursuesa constant dialogue with its stakeholders,focusing on human and labour rights, on itsworkers’ physical and moral integrity and onsafeguarding of the environment.

03. OUR ETHICAL PRINCIPLES

CODE OF ETHICS CODE OF CONDUCT

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The ethical principles of Salini Impregilo areset through behavioural rules that eachinterested party of the Code must know andabide by:

a) Correct Management of CorporateGovernance

Salini Impregilo adopts a CorporateGovernance System based on therecommendations within the “CorporateGovernance Code” issued by the CorporateGovernance of Listed Companies Committee,and is structured to work according to criteriaof maximum efficiency and to continuouslyguarantee improved levels of transparency,contributing to the growth of the company’scredibility for investors.

Salini Impregilo, by adopting dedicatedinstruments and processes, promotes aninternal control and risk management culturecapable of guaranteeing the safeguarding of

company assets, the efficiency andeffectiveness of corporate processes, reliabilityof financial data, respect of the law andregulations and of procedures.

Salini Impregilo adopts collaborative, fair andtransparent conduct in relation to anyrequest made by the Board of StatutoryAuditors, by the Integrity Board, by theIndependent Auditors and by the SupervisoryAuthority, when carrying out their institutionalroles.

Fairness of activities is guaranteed by aprocedural system that defines the methods forassuring that every operation and/or transactionis legitimate, motivated, authorized, consistent,reasonable, documented, recorded and alwaysverifiable.

b) Correct Information and AccessSalini Impregilo is committed to promptly

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providing truthful, correct and authenticinformation to the public, so that shareholdersand the other stakeholders can access theinformation necessary for them to carry outtheir investments, or other informed andconscious decisions connected to thecompany.

Salini Impregilo forbids any behaviour aimedat altering the correctness and truthfulnessof the data and information included withinfinancial statements, its reports or othercorporate communications to the publicprovided for by the Law.

c) Quality, Performance and Reliability inClient Relations

Salini Impregilo always adopts behavioursaimed at satisfying its clients’ needs whilekeeping high quality, performance and reliabilitylevels. Clients’ needs must be identified andsatisfied by best using the company’s resourcesand synergies through a continuousconstructive dialogue.

Salini Impregilo bases its contractual relationson fairness, transparency and equity, forbiddingany exploitation of potential weaker contractualpowers or untruthfulness of facts andconditions to improperly influence clients duringnegotiations.

Salini Impregilo forbids and does not promoteactions carried out to obtain confidentialinformation safeguarded by current Law. Anyaction aimed at inducing, even if onlypotentially, clients or their representatives tocommit or fail to carry out actions in breach ofthe current Law of their relevant judicial systemis forbidden.

d) Confidentiality of InformationSalini Impregilo treats all information (strategicand personal) related to suppliers, clients,business partners, executive managers andemployees, as confidential.

Company data are exclusively treated forthe purposes mentioned within theagreements that have been made and, inany case, with the full consent of theinterested party.

Confidential information is managed andcommunicated, pursuant to the Law and tocompany regulations, by the relevant functions.Salini Impregilo condemns any abuse ofinformation known to directors, executivemanagers, employees and external consultantsthrough their role or office, especially behavioursaimed at exploiting this information fortransactions on Salini Impregilo’s financialinstruments.

Information concerning the company anddirected at the media can only be shared bycompany departments appointed to do so,or with their prior authorization.

e) Correct Management and Control ofGifts and Benefits

Salini Impregilo adopts procedures thatforbid company personnel, and in generalany person acting on behalf of the companyto ask/promise/offer or receive, both directlyand indirectly, gifts and/or benefits to/fromexecutive managers, officers or employeesof clients, suppliers, representatives of thePublic Administration, both in Italy andabroad, and their relatives or people close to them, public institutions or otherorganizations, aimed at obtaining animproper benefit of any kind, not only as anadvantage and/or for personal interest, even if only potential, for the company, but also to benefit oneself, relatives oracquaintances.

Ordinary and reasonable entertainmentexpenses, small gifts of a low value andhospitality in the limits set by normal courtesyand in compliance with the relevant companyprocedures are allowed.

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f) Correct Management of Sponsorshipsand Free Contributions

Salini Impregilo adopts procedures aimed atguaranteeing that sponsorships are carriedout to promote the image of the companyand its activities, guaranteeing theprofessional competence and reputation ofthe recipients of these activities andconsistency of the transaction with theprinciples described in this Code.

Relations with the territories and localcommunities that are part of Salini Impregilo’sactivities are developed even through freecontributions aimed at supporting works,after having ascertained the integrity andrespectability of the recipients and that theinitiative is consistent with the provisions ofthis Code.

Salini Impregilo does not pay any sums toany political and trade union organizations(political parties, political movements,committees, etc.) or to any of theirrepresentatives.

g) Objective Assessment of SuppliersSuppliers are selected according to fairnessand impartiality principles. Selection is made by verifying the quality, technical-professional eligibility, respect of applicablestandards regarding human rights, labourlaw aspects - including equal opportunity -health, safety and the environment andeconomic criteria.

Signatory acceptance of this Code by thesupplier is mandatory, and is an integral partof the work contract.

Salini Impregilo encourages its suppliers toapply the same selection criteria whenselecting their sub-contractors, thereforeaiming at promoting compliance with theprinciples set out within this Code in everyphase of the supplier process.

h) Safeguarding of Suppliers Salini Impregilo, when abiding by theagreements made with its suppliers, iscommitted to safeguarding confidentiality ofcompany information and its professionalknow-how. It therefore also asks itscounterparty to be fair when managing therelationship.

Compensation paid to suppliers is exclusivelyin line with the service stated in the contract.Payments are made neither to a subjectdifferent from the person stated in thecontract, nor to a country different from theone formally agreed in the contract.

Salini Impregilo’s contractual relations arecharacterized by fairness and transparency.It undertakes not to exploit any condition ofdependence and weakness pertaining to itssuppliers.

i) Correct Management of FinancialFlows

Salini Impregilo abides by every national and international regulation and provisionprohibiting money laundering and terroristfunding. It is always forbidden to receive cashpayments, to be promised payments or tolaunder money, goods or any other benefitreceived from illegal or criminal activities, orcarry out actions that can hinder theidentification of their origin.

Contributions, funding or financings obtainedfrom any public or private body, even if of a small value/sum, must always beconsistently used for the reason for whichthey were granted.

j) Anti-CorruptionSalini Impregilo adopts a “zero tolerance”policy towards any form of corruption. It undertakes to always abide by Anti-Corruption regulations in force in thecountries where it works. It asks all of its

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stakeholders to always act with honesty andintegrity.

Behaviours aimed at improperly influencingdecisions of representatives of public orprivate entities are always forbidden.

k) Fair CompetitionSalini Impregilo undertakes daily to guaranteethe observance of competition regulations ofany jurisdiction, and to collaborate withmarket regulatory authorities, in fullcompliance with fair competition principlesand abstaining from carrying out collusiveand illegal behaviours, should its position bedominant.

Salini Impregilo forbids any collection ofinformation on competition (e.g. activities,production methods, technologies) carriedout illegally or contrary to ethical principles(e.g. theft, corruption, false declarations, E-espionage).

l) Correct Management of Conflicts ofInterest

Directors, executive managers, employeesand external consultants must avoid anysituation where a conflict of interest may arise,guaranteeing that any decision connected tobusiness activities is made in the company’sinterest, avoiding any situation that couldimpair their independent judgement, or conflictwith the responsibilities and tasks carried outby them within the structure or on behalf ofSalini Impregilo.

m) Safeguarding Health and Safety Salini Impregilo wishes to keep the bestlevels of health, safety and hygiene for itsworkers, and to guarantee the requiredprevention and protection measures to avoidor reduce professional risks to a minimum.

All recipients are called upon to preventivelyassess and manage risks, and to intervene in

an efficient manner to avoid unsafe situationsand behaviours, contributing to keeping theirwork environment healthy and safe, whileguaranteeing the safety of their colleaguesand collaborators.

Salini Impregilo undertakes to spread HSEculture within the workplace, involving all ofits personnel in information and trainingactivities.

All employees, irrespective of their role, arecalled upon to contribute to occupationalhealth and safety, by actively participating inmanaging these aspects.

n) Environmental SafeguardsSalini Impregilo undertakes to safeguard theenvironment in all of its activities. It does thisthrough processes, technologies andmaterials capable of reducing energy andnatural resource consumption, thereforeavoiding or limiting impacts deriving fromcompany activities (pollution, greenhousegases, waste production and inconveniencefor local communities). It also undertakes torestore worksite areas to their original state.

All recipients of this Code must alwayspreventively and attentively assess andmanage environmental aspects, andintervene in an effective manner to avoidimproper environmental behaviours andsituations.

Salini Impregilo undertakes to spreadingenvironmental culture within the workplace,involving all personnel through informationand training.

o) Fairness when Selecting, Valuing andSafeguarding Personnel

Salini Impregilo promotes behaviours aimed atdeveloping skills and the potential of itspersonnel. It offers, without any discriminationwhatsoever, equal work opportunities based on

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professional qualifications and performance.Moreover, it acknowledges and promotes itspersonnel’s diversity as an essential element forcompany growth.

Decisions regarding personnel must not bebased on favours, including sexual ones, oron personal and cultural differences.Adequate measures to avoid favouritism,nepotism or patronage during the selectionphase and hiring and during the actual workcontract must be respected, within the limitsof the information available.

Salini Impregilo discourages work relationswith employees of the Public Administrationor former employees of the PublicAdministration, their relatives or people closeto them, who personally and activelyparticipate or participated in businessnegotiations or requests for authorizationsmade by Salini Impregilo to the PublicAdministration, except in the event ofadequate justification by the relevantdepartments.

p) Correct Planning of Incentive Systems Salini Impregilo envisages types of retributionthat are suitable for the company’s targetsand are structured to avoid the creation ofincentives that are not in line with thecompany’s interests. Everyone’s work isparametrised according to time and projecttargets, focused on a possible, specific,actual, measurable result, and in relation tothe time taken to reach said result.

q) Safeguarding Personnel’s IntegritySalini Impregilo safeguards its personnel’sintegrity, guaranteeing working conditionsthat respect personal dignity and universallyacknowledged human and labour rights,safeguarding workers from acts of physical,psychological violence and “mobbing”, andprohibiting any behaviour that discriminatesor damages a person, his/her beliefs and

inclinations, particularly in case of anyhandicap or physical or mental impairment,to cultural and religious differences or to theirsexual orientation.

All types of illegal, child, bonded or forcedlabour are never tolerated. Salini Impregiloforbids sexual harassment, behaviours orissues that can upset a person’s feelingsand offend his or her sense of decency.Alcoholic substances or drugs during workhours and in the workplace are also alwaysforbidden.

It is forbidden to exploit one’s influentialposition to impose personal favours or anyother behaviour that is not expected by thework contract of one’s collaborators or bycompany regulations.

It is forbidden to acquire, share and usepornographic or pedo-pornographic materialon company assets.

r) Respect of Local CommunitiesSalini Impregilo respects the rights andculture of the communities affected by itsactivities, and keeps an open dialogue withthem. Salini Impregilo supports andpromotes the use of local workforce andsuppliers, as much as possible, thereforecontributing to the economic and socialdevelopment of the countries where it works.

s) Correct use of Company GoodsSalini Impregilo invests its personnel with theresponsibility of working with due diligence,in order to protect, guard and maintaincompany resources given to them for workpurposes, and to use these only in thecompany’s interest, and never improperly.

Salini Impregilo undertakes to abide bycopyright and intellectual property regulationsand forbids the use of unauthorized softwareand data bases on company computers.

CODE OF ETHICS CODE OF CONDUCT

CODE OF ETHICS APPLICATION AND COMPLIANCE

The Code of Ethics is a binding instrumentfor any person working for and with SaliniImpregilo. A system for monitoring andimplementing the principles contained hereinhas therefore been adopted for this purpose.

The Board of Directors is responsible forupdating this Code, upon proposal of theCEO, of the Board of Statutory Auditors, or ifit has received notifications regarding eventualgaps from the channels stated below.

The Compliance department must monitorthe Code’s effective application, coordinatingwith the other departments and relevantbodies so that it is implemented correctly.

Interested parties must know its contents andactively contribute to its implementation,proposing improvements to the relevantdepartments and/or notifying potential violations.

Any violation must duly be communicated tothe relevant department through:

• the “Whistleblowing” link on the Home Pageof the Intranet @work site and on www.salini-impregilo.com or

• by sending an e-mail to: [email protected]

The Compliance department acts according to theprocedures set forth in company procedures, toensure that any type of retaliation, discrimination orpenalty of whistleblowers is avoided, guaranteeingtheir anonymity and confidentiality of information,without prejudice to the legal obligations and thesafeguarding Salini Impregilo’s rights. Recipients who violate the Code in any way will be formally disciplined. This includes the possibletermination of their work contract or thesuspension of the existing commercial relationship.Salini Impregilo undertakes to promote maximumdissemination of its Code of Ethics, particularlywhen new resources are hired. It does this throughspecific communication and training activitiesaimed at making its contents easily applicable ineveryday working life by all interested parties.

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