DESIGN MANAGEMENT SRL

INTRODUCTION

FOREWORD

This 231 Code of Conduct (hereinafter also the “Code of Conduct” or simply the “Code”) was developed in accordance with the provisions of the Code of Business Conduct and Ethics of the Simon Property Group (hereinafter also the “Group”).

In accordance with the values and principles of legality, propriety, loyalty and transparency that characterise the Group’s operations, the Code identifies the rules of conduct that must guide and characterise the operations of Design Management Srl (hereinafter also the “Company” and/or “DEMA”) and with which the conduct of all persons who are Recipients of the Code must comply (see paragraph 1.3.).

The Code is also the first element on which the organisational model adopted by the Company is based under the provisions of Italian Legislative Decree no. 231/01 issued by the Italian legislature on 8 June 2001, which governs the “Administrative liability of legal persons, companies and associations, including those without legal personality”, and it is both a constituent element and an integral part of that model. A breach of the principles and rules contained therein may therefore have serious consequences and result in the related measures being adopted by the Company, including pursuant to the above-mentioned regulations.

STRUCTURE

The Code of Conduct consists of three parts:

• Ethical Principles and Values – The former are the ethical principles the Group adheres to, which must guide the Company’s relations with stakeholders and the communities it operates in. The latter are the points of reference specifically identified by the Group to guide the day-to-day conduct of Collaborators.
• Rules of Conduct – These are criteria of conduct towards each class of stakeholders in the performance of the various company operations, defining the guidelines and rules that the Recipients (see paragraph 1.3.) must comply with in order to respect the ethical principles and prevent the risk of unethical conduct.
• Implementation Rules – These describe how the operating procedures for disseminating the Code of Conduct and managing violations work, in order to oversee its application and compliance.

RECIPIENTS

The general principles and rules of conduct described in this Code must be observed by all the Company’s Collaborators, and therefore by those who contribute to achieving the company’s aims and objectives in any capacity and regardless of the type of contractual relationship: members of the corporate bodies, persons with an employment or quasi-employment contract or with other forms of individual contractual collaboration.

DEMA undertakes to require that the principles of this Code are also observed by all those (investee or associated companies, partners, customers, suppliers, professionals and other types of external parties) with whom it comes into contact in relation to achieving its objectives.

ETHICAL PRINCIPLES AND VALUES

DEMA recognises the Ethical Principles and observes the Group Values set out in the Group’s Code of Business Conduct and Ethics – to which reference should be made – which reflect the main international frameworks of reference and may be summarised as follows:

• Respect for laws and regulations
• Integrity, loyalty and transparency in relations with third parties
• Respect for human rights, non-discrimination and equal opportunities
• Protection of privacy and business confidentiality
• Loyalty and absence of conflicts of interest
• Sustainable development
• Respect for the natural environment
• Safety, health protection and working conditions

RULES OF CONDUCT

DEMA has defined a set of Rules of Conduct intended to specify the conduct to be adopted in carrying out the various company operations, so as to comply with the content of the Ethical Principles. The Rules of Conduct are structured both according to the parties with whom relations are established and according to specific matters, and are divided into the following chapters:

RULES OF CONDUCT FOR EMPLOYEES

Selection, hiring, classification, training, remuneration and professional development are based exclusively on objective considerations concerning the professional and personal characteristics required to perform the work and the skills demonstrated in performing it.

Indeed, any form of direct or indirect discrimination must be excluded on the basis of:

• Race, ethnic origin, religion, origin, personal beliefs, disability, age and sexual orientation
• Sex
• Investigations of political or trade union opinions or facts that are not relevant for assessing the worker’s skills
• Pregnancy

Within the limits of the information available, DEMA adopts relevant measures to avoid favouritism, nepotism or forms of patronage during selection and hiring. Specifically, any favouritism in exchange for operations that do not comply with laws and this Code, and generally for any undue advantage or benefit, must be excluded in the selection, management and evaluation of personnel.

The information requested during selection is strictly connected with the verification of the aspects envisaged by the professional and psycho-aptitude profile, while respecting the candidate’s privacy and opinions.

In accordance with the principles of “equal opportunities” and “non-discrimination”, DEMA makes information and training available to all Employees with the aim of recognising and developing its personnel’s skills.

DEMA operates in compliance with all applicable laws and regulations on the management of employment relationships (for example in terms of social security and welfare contributions, residence permits and age).

RULES OF CONDUCT FOR RELATIONS WITH SUPPLIERS

Selection criteria

The Supplier selection process takes place in accordance with the principles of propriety, transparency, cost-effectiveness, quality and legality, based on objective, predetermined criteria that take account of their technical, economic and financial reliability.

Specifically, based on public and/or available information, DEMA undertakes to carry out relevant assessments aimed at:

• Not maintaining relations with parties involved in unlawful operations, or in any case with parties that do not have the necessary requirements of seriousness and commercial reliability.
• Not establishing financial and commercial relations with parties that even indirectly hinder human development and contribute to violating fundamental human rights or international laws and conventions protecting labour rights, as well as in general all the principles envisaged by this Code of Ethics and the Group’s Code of Business Conduct and Ethics.
• Using Suppliers that adopt adequate standards on quality, safety and the environment.

The Supplier’s adherence to this Code and compliance with applicable regulations, including with respect to the management of relations with Public Administration, are necessary conditions for starting or continuing a business relationship.

Lawfulness and fairness in negotiations

Relations with Suppliers must always be based on respect for the principles of fairness, transparency, cost-effectiveness, quality and legality. Suppliers must be informed that DEMA has adopted this Code and the Group’s Code of Business Conduct and Ethics, the knowledge and observance of which constitute an express contractual obligation.

The remuneration to be paid to Suppliers must be solely commensurate with the service specified in the contract, and payments may not be made to a party other than the contractual party or in a country other than that of the contractual parties.

The persons responsible for this must verify that the services are actually performed and that payments are regular, in accordance with the principles expressed in this Code and the company’s internal procedures.

Gifts and other benefits

Commercial courtesies, such as gifts or forms of hospitality, may be offered provided that they have been duly authorised in advance, where they are of modest value, and in any case such that they cannot be interpreted by an impartial observer as being aimed at obtaining an advantage (including a non-economic advantage) contrary to mandatory legal provisions, official duties, regulations or the principles of this Code. In any case, such gifts must always be made in accordance with the Company’s organisational model and procedures and the Group’s Code of Business Conduct and Ethics, and must be adequately documented.

It is not permitted to directly or indirectly offer gifts or benefits (money, objects, services, favours or other benefits) that cannot be directly attributed to normal courtesy relations to third parties, private parties or representatives of Public Administration, and in any case for the purpose of or in such a way as to:

• Cause unlawful conduct in violation of laws, regulations, official duties and the principles of this Code.
• Solicit or obtain confidential information that may compromise the integrity or reputation of both parties.
• Abuse one’s position or powers to induce or force someone to unduly promise money or another benefit to oneself or others.

Moreover, Collaborators must avoid directly or indirectly receiving (e.g. through members of their family unit, friends or acquaintances):

• Money or another benefit or advantage from anyone other than DEMA for performing an official act or an act contrary to official duties.
• Gifts, hospitality or other benefits, unless their value does not exceed the limits attributable to normal courtesy relations, is modest and is customary in relation to the occasion.

If gifts and other benefits other than symbolic ones are received, the Collaborator must immediately inform their internal representative and hierarchical superior, who must take the appropriate actions in this regard, in accordance with the organisational model adopted by the Company.

In relations with Suppliers, Collaborators must also refrain from granting or promising advantages of any kind (e.g. cash payments, assignment of services, award of consultancy assignments, etc.) that are not adequately justified in the context of the contractual relationship established and the type of service provided, or by market practice, or that have been granted in breach of company procedures, in order to unduly favour DEMA’s interests.

RULES OF CONDUCT FOR RELATIONS WITH PUBLIC ADMINISTRATION AND SUPERVISORY AUTHORITIES

Legality, propriety and transparency in relations with Public Administration

In relations with Public Administration and Supervisory Authorities, DEMA bases and aligns its conduct with the principles of legality, propriety, transparency and full cooperation. For this purpose, and with reference to the rules of conduct set out below, the following fall, by way of example, within the definition of:

• Public Administration: the State and all its subdivisions, the Judicial Authority, the Tax Authorities, public bodies, private entities licensed to provide public services, inspection and control bodies, public officials and persons in charge of a public service, whether national or international.
• Supervisory Authorities: the authorities responsible for market, competition and privacy matters.

Relations with the Public Administration and Supervisory Authorities must be undertaken only by persons authorised in advance to do so, in accordance with company procedures and by reason of their respective duties. The Collaborators appointed for this purpose must ensure adequate traceability mechanisms for every contact with the Public Administration and Supervisory Authorities.

In any relationship with such parties, conduct intended to unlawfully influence the decisions of national or foreign Public Officials or Persons in Charge of a Public Service in any way is not permitted for any reason, where the purpose is to obtain an undue or unlawful profit or advantage for the Company. Such conduct is considered an act of corruption regardless of who carries it out.

DEMA condemns any conduct by anyone consisting in:

• Directly or indirectly promising/offering money or any other benefit (e.g. employment and/or commercial opportunities, gifts or entertainment expenses) that may benefit national or foreign Public Officials or Persons in Charge of a Public Service or their relatives and relatives by marriage, unless it is modest in value and complies with the company authorisation process and the provisions of this Code.
• Providing and/or presenting incomplete or untrue information/documentation or omitting to provide information due in order to improperly influence the decisions of the Public Administration.
• Performing any other act intended to induce national or foreign Public Officials or Persons in Charge of a Public Service to do or omit to do something in breach of the laws of the legal system they belong to.

Gifts and other benefits

Gifts or acts of courtesy and hospitality towards representatives of the Public Administration must always be considered prohibited if they may constitute a breach of local laws and regulations, and are permitted only to the extent that they do not exceed normal commercial or courtesy practices and their modest value does not compromise the integrity, independence or reputation of either party. In any case, this type of initiative must be properly authorised and documented.

DEMA recommends that if Collaborators directly or indirectly receive requests for money or other benefits from representatives of the Public Administration, they should not act on the request and should promptly inform their internal representative, hierarchical superior and the Supervisory Body so that the appropriate measures to be taken can be assessed.

Business and cooperation relations

Business relations may be established or maintained with former employees of the Public Administration or their relatives and relatives by marriage only if such relations are not intended to unlawfully influence the decisions of Public Officials in order to obtain an undue or unlawful profit or advantage for DEMA.

It is therefore prohibited to maintain relations with former employees of the Public Administration with whom DEMA has had or still has ongoing relations before at least one year has elapsed (for example for the issue of authorisation measures or for inspections and controls). Such business relations must also be promptly brought to the attention of the Supervisory Body.

Conflicts of interest

DEMA may not be represented in relations with the Public Administration by persons who may find themselves in any conflict of interest. More generally, Collaborators must avoid any situation that may give the appearance of a conflict of interest.

In this regard, all Collaborators are required to inform their internal representatives, hierarchical superiors and the appointed bodies of the existence of conflicts of interest with Public Administrations, and must refrain from performing or taking part in acts that may prejudice DEMA or third parties or compromise their image. Conflicts of interest are managed in accordance with the Group’s Code of Business Conduct and Ethics.

Specifically, if a Collaborator considers that it is not possible to avoid a conflict of interest, they must immediately notify their internal representatives, who must bring the case to the attention of the Board of Directors if necessary.

Participation in legal proceedings

In the event of participation in legal proceedings, DEMA undertakes to conduct itself properly and in compliance with the law, the rules contained in this Code and the rules contained in the Company’s organisational model.

Specifically, during legal proceedings that DEMA is a party to, Collaborators or Third Parties operating in the name and on behalf of DEMA are prohibited from promising/offering money or another benefit to a national or foreign Public Official or Person in Charge of a Public Service appointed to perform a judicial act (e.g. judge, court clerk, witness, court-appointed expert or other official), for that person or for a third party, in order to unfairly favour the Company.

In proceedings in which the opposing party is the Public Administration, it is also prohibited to engage in any conduct that misleads the State/other public body through deceit or trickery in order to obtain an undue advantage for DEMA.

Moreover, it is prohibited to engage in any form of pressure against anyone, whether a Collaborator of the company or a Third Party, who is called to make statements before the judicial authority that may be used in criminal proceedings. Specifically, it is prohibited to:

• Induce anyone, through violence or threats or by offering or promising money or another benefit, not to make statements or to make false statements to the Judicial Authority, in order to favour DEMA’s interests or otherwise obtain an advantage for it.
• Accept money or another benefit in order to make false statements or not to make statements to the Judicial Authority.
• Act in order to influence the conduct of persons called to make statements before the Judicial Authority in any way.

Inspections and checks

Collaborators or Third Parties appointed by the Company, who are responsible for transmitting documents and information during audits and inspections by the relevant public Authorities, must act in good faith, fairly and with full transparency. They must also maintain an attitude of maximum availability and cooperation towards the inspection and control bodies. It is prohibited to obstruct in any way the functions of the public supervisory Authorities that come into contact with DEMA by reason of their institutional duties.

RULES OF CONDUCT FOR RELATIONS WITH OTHER STAKEHOLDERS

Relations with quotaholders and independent auditors

The external disclosure and dissemination of news concerning DEMA must be reserved for persons formally authorised to do so. Specifically, Collaborators are required to cooperate fully in response to requests for information made by quotaholders and the independent auditors, providing complete, accurate and truthful information in accordance with the principles of transparency, propriety, completeness and promptness. It is prohibited to delay or obstruct the control and audit operations carried out by the above-mentioned parties in any way.

Political organisations and trade unions

Relations with political and trade union organisations are reserved for the company functions authorised to establish and manage such relations on the basis of the company duties assigned and as set out in the service orders and procedures in force from time to time.

Media

Information concerning DEMA and intended for the mass media may be disclosed only by the company functions delegated for this purpose, in compliance with the procedures in force. Unless expressly notified in writing, Consultants, Suppliers and the other Recipients of this Code may not make known or disclose their relationship or collaboration with DEMA. If they are asked to provide information or give interviews, they must notify the relevant function and receive specific prior authorisation.

In any case, the external disclosure of data or information must be truthful, transparent and such as to consistently reflect DEMA’s image and strategies. In any case, the Company prohibits any communication that may create a real risk of spreading propaganda, incitement or instigation based in whole or in part on the denial, gross minimisation and/or apology of the Shoah or crimes of genocide, crimes against humanity or war crimes.

Sponsorships and charitable contributions

DEMA may offer charitable contributions and sponsorships to support initiatives proposed by public and private bodies and non-profit associations, duly established pursuant to law and promoting DEMA’s Ethical Principles. These sponsorships and contributions may relate to social, cultural, sports and artistic events and initiatives. They may also be aimed at carrying out studies, research, conferences and seminars concerning issues of interest to DEMA. Where possible, DEMA helps organise these events to ensure their quality level.

When selecting the initiatives to support, DEMA operates with extreme care to avoid any possible situation involving conflicts of interest at the personal or company level.

RULES OF CONDUCT FOR CORPORATE MANAGEMENT

DEMA condemns any conduct aimed at altering the accuracy and truthfulness of the figures and information contained in the financial statements, reports or other corporate communications envisaged by law and addressed to quotaholders, the public and the company that performs the statutory audit. All Collaborators involved in preparing the above-mentioned documents are required to use due diligence to verify the accuracy of the data and information that will then be incorporated in the preparation of those documents.

DEMA has an administrative and accounting system that reliably represents management events correctly and adopts procedures suitable for ensuring easy, immediate control over:

• Compliance with national and international accounting standards.
• Compliance with the principles of relevance and accruals for accounting transactions, ensuring that each transaction is properly recorded, authorised, verifiable, legitimate, consistent and appropriate, and that the criteria used and the reasons for the choices made in determining a financial-statement figure not generated automatically by the ICT system can be reconstructed.
• Compliance by the persons delegated to specific functions with their delegations and/or powers of attorney.

Collaborators responsible for preparing the financial statements and corporate communications must perform their work in compliance with procedures, basing their conduct on the principles of propriety and good faith. They must also avoid conflicts of interest, even if only potential, in the performance of the functions delegated to them.

RULES OF CONDUCT ON HEALTH AND SAFETY IN THE WORKPLACE AND ENVIRONMENTAL PROTECTION

Health and safety in the workplace

DEMA ensures that its Collaborators work in environments suitable for protecting their health, safety and physical and moral integrity, in accordance with the laws and regulations in force. For this reason, it promotes responsible, safe conduct and adopts the safety measures required by technological developments to guarantee a safe, healthy working environment. Specifically, DEMA undertakes to:

• Comply with the provisions in force on health, safety and the environment.
• Implement every suitable initiative for preventing and minimising risks to the personal health and safety of Collaborators.
• Ensure constant alignment with health and safety laws.
• Develop training and information programmes for Collaborators to promote their responsibility and awareness on health and safety.
• Oversee the actual application of company procedures on the protection of health and safety in the workplace.
• Promote information and awareness initiatives aimed at external companies that works/services contracts may be awarded to so that they adopt suitable conduct on health and safety in the workplace.
• Ensure compliance with the regulations on work organisation.

Environmental protection

In carrying out its operations, DEMA undertakes to protect the surrounding environment and contribute to the sustainable development of the local area. DEMA works to ensure transparent management of environmental aspects, the active participation of collaborators, constant monitoring of company processes and the identification of industrial solutions with a lower environmental impact.

DEMA opposes any conduct that could lead to the improper management of environmental matters (even due to negligence) with the possible consequence of environmental pollution or environmental disaster. In carrying out their day-to-day work, Collaborators are required to pay attention to consuming paper, water and energy sustainably and to comply with the provisions on waste sorting.

In order to strengthen the duty of environmental protection, DEMA scrupulously complies with legal requirements and other directives on environmental protection and hygiene, and undertakes always to maintain proper, vigilant conduct.

RULES OF CONDUCT TO PROTECT THE MARKET

All those who become aware of confidential and/or inside information of DEMA and the Group by virtue of their position at work or collaboration with DEMA are expressly prohibited from using it to gain a personal advantage or to secure one for third parties. All external communication must comply with laws, internal procedures and the principles expressed in this Code, and must be suitable for safeguarding “price-sensitive” information and information covered by trade secrets.

RULES OF CONDUCT ON THE USE OF COMPANY IT TOOLS AND THE PROTECTION OF PERSONAL DATA

DEMA adopts suitable measures to ensure the proper use of IT or electronic services so as to guarantee the integrity and authenticity of the data processed, protecting the interests of DEMA and third parties, with particular reference to public Authorities and Institutions. For this purpose, DEMA undertakes to ensure that access to electronic and IT data takes place in full compliance with the regulations in force, so as to ensure the proper processing of information and personal data and ensure that data processing takes place lawfully and exclusively by persons expressly authorised to do so. With regard to the use of IT systems, each collaborator is responsible for the security of the systems used and is subject to the regulatory provisions in force and the terms of licence agreements.

Without prejudice to civil and criminal laws, the use of company assets and resources, and in particular the use of IT systems and network connections, must comply with the provisions set out in company policies on the use of IT tools, the internet and email.

Specifically, the improper use of IT tools is not permitted where it may result in conduct amounting to unauthorised access to a third party’s IT or electronic system, unlawful interception, prevention or interruption of IT or electronic communications, damage to private IT information, data and programs or those also used by the State or another public body or otherwise of public utility, and damage to private or public-utility IT or electronic systems.

The unlawful possession and dissemination of access codes to IT or electronic systems, the dissemination of equipment, devices or software intended to damage or interrupt an IT or electronic system and the installation of equipment designed to intercept, prevent or interrupt IT or electronic communications are also prohibited.

RULES OF CONDUCT AGAINST TERRORISM, RECEIVING STOLEN GOODS, MONEY LAUNDERING, SELF-LAUNDING AND ORGANISED CRIME

DEMA recognises the significant importance and value of the principles of democratic order and free political self-determination. For this reason, it condemns the use of its resources to finance or carry out any activity intended to achieve terrorist objectives or subvert the democratic order.

DEMA opposes any conduct that may constitute, be connected with or facilitate offences (including transnational offences) relating to criminal conspiracy, including mafia-type conspiracy, money laundering, receiving stolen goods, use of money, goods or other benefits of unlawful origin and self-laundering. DEMA ensures that its economic and financial activity does not become an instrument to even potentially facilitate unlawful activities and criminal and terrorist organisations.

DEMA always applies anti-money laundering regulations and therefore uses the utmost diligence to gather information on counterparties (suppliers, partners, consultants and external professionals) in order to ascertain their respectability and the legitimacy of their operations before establishing business relations with them. DEMA also ensures that the transactions that it is a party to do not present even a potential risk of facilitating the receipt, substitution or use of money or goods deriving from criminal activities.

RULES OF CONDUCT TO PROTECT THE INDIVIDUAL

DEMA recognises the protection of personal safety, freedom and the individual as a primary value. Therefore, within the framework of the regulations in force, it undertakes to adopt the most appropriate control and supervision measures in order to prevent any possible conduct aimed at committing offences against individuals. Any Collaborator who becomes aware of the commission of any of the acts or conduct described above while doing their work is required to promptly inform their internal representatives, superiors and the appointed control bodies.

Indeed, each DEMA supplier must comply with local labour laws, including those on working hours and remuneration, and must comply with the following points:

• Employ workers who are at least 16 years old.
• Not use forced, concealed, hazardous or prison labour (except for the work of prisoners who are free to choose to work and to be paid at market wages).
• Guarantee acceptable, safe working and living conditions for employees.
• Respect freedom of association.
• Prohibit all forms of discrimination.
• Not exploit labour, understood as:
  • The repeated payment of remuneration in a manner that is clearly inconsistent with national or local collective agreements entered into by the most representative trade union organisations at the national level, or in any case disproportionate to the quantity and quality of the work performed.
  • The repeated breach of regulations on working hours, rest periods, weekly rest, compulsory leave and holidays.
  • The existence of breaches of regulations on safety and hygiene in the workplace.
  • Subjecting workers to degrading working conditions, surveillance methods or accommodations.

CODE IMPLEMENTATION RULES

COMMUNICATION, TRAINING AND COMPLIANCE WITH THE CODE

The Code must be observed by all Recipients, both inside and outside the Company, who under their own responsibility must ensure that it is brought to the attention of all their Recipients through suitable communication and dissemination tools. Within the Company, adequate knowledge and understanding of the Code by all personnel is ensured through information and training programmes. Each employee is responsible for consulting their direct manager for any clarification on the interpretation or application of the rules of conduct contained in the Code.

DEMA requires – including through adherence to specific contractual provisions – that Consultants, Partners and Suppliers actively undertake to comply with the Code in managing dealings and relationships that concern or affect DEMA. For this purpose, the contents of the Code and the methods for reporting any violations must also be made known externally.

REPORTS OF CODE VIOLATIONS

All Recipients of the Code are required to promptly report any of the following to DEMA’s Supervisory Body, the Head of the Legal Area and the HR Function through the Whistleblowing channel and/or to their internal representative or hierarchical superior:

• Any violation of this Code, potential or otherwise
• Any requests for clarification on the assessment of the correctness of their own or others’ conduct
• Any possible shortcomings of this Code or proposals to amend and/or supplement it

In compliance with the regulations in force and internal procedures, the Supervisory Body guarantees the confidentiality of those reporting any violations. Moreover, no Recipient may be subject to retaliation for reporting a violation of the Code in good faith.

DISCIPLINARY SYSTEM

Compliance with the provisions of this Code must be considered an essential part of the contractual obligations towards the Company. Failure by Employees to comply with the principles contained in this Code may result in the application of sanctions in accordance with the legal provisions in force and the disciplinary system contained in the organisation, management and control model adopted by the Company.

Compliance with the Code is a prerequisite for establishing and continuing relations with Consultants, Partners and Suppliers. Any breaches by Consultants, Partners and Suppliers may therefore be sanctioned under the provisions governing the relationship with them and in any case pursuant to the regulations in force.