Doc N° 3.0-CHG-INF 5.0
Rev1 del 24/07/2025

 

PREAMBLE
 

 

Antitrust law introduces two fundamental forms of violation: abuse of dominant position and restrictive agreements on competition. Antitrust law has the dual purpose of safeguarding the rights of citizens-consumers and ensuring free competition among enterprises. The creation of a trust is associated with a broader democratic risk, due to the position of power that a private monopolist assumes in the relevant market.

 

The CHIARAVALLI GROUP S.p.A., LMC S.r.l., CP GROUP S.r.l., and CLC S.r.l. are committed to creating value for all their stakeholders. Our approach to Antitrust includes continuous dialogue with all stakeholders, both internal and external, and the active promotion of a culture of fair competition and transparency.

 

The Group will make an updated copy of this Procedure available to its stakeholders via publication on the corporate website and/or direct distribution, in Italian and English. Each company within the Group will be responsible for translating the document into other local languages, where necessary, and disseminating it to all relevant parties, ensuring that everyone is aware of the principles and rules established herein.

 

 
 

 

PURPOSE
 

 

The CHIARAVALLI GROUP, including CHIARAVALLI GROUP S.p.A., LMC S.r.l., CP GROUP S.r.l., and CLC S.r.l., firmly upholds the principles of entrepreneurial freedom and fair competition. The antitrust regulations in force in the countries where the Group operates aim to guarantee open, dynamic, and competitive markets, protecting consumers from practices that distort competition.

 

Regulatory authorities may impose very severe penalties for violations of these regulations, including criminal sanctions. For this reason, all employees, collaborators, consultants, and third parties acting in the name of or on behalf of the Group must operate in full compliance with national and international antitrust laws.

 

 
 

 

BEHAVIOR AMONG COMPETITORS
 

 

National antitrust regulations (Art. 2 of Law 287/1990) and EU regulations (Art. 101 TFEU) strictly prohibit any agreement, explicit or tacit, between competing companies aimed at limiting, distorting, or preventing competition. In this context, Group companies must adopt behavior based on independence, avoiding any coordination or exchange of information with competitors.

 

In particular, it is strictly forbidden to agree with other market operators on:

a. Prices, discounts, surcharges, or pricing formulas

b. Terms and conditions of sale or purchase (including delivery times, payment methods, commercial policies)

c. Geographic division of markets or customers

d. Bids, discounts, or strategies in public or private tenders

 

All business decisions must be taken autonomously, based on internal analysis, business needs, and publicly accessible data. Even participating in meetings or informal exchanges that may appear as coordination attempts entails high legal and reputational risks. It is therefore essential to maintain transparent, proactive conduct that respects the principles of free competition.

 

 
 

 

TRADE ASSOCIATIONS
 

 

Trade associations are coordinating and discussion bodies among companies operating in the same sector, including potential competitors. Their main purpose is to promote common interests, share general information, and contribute to regulatory and technical development of the relevant industry.

 

Although such bodies usually pursue legitimate and useful objectives, the Group’s participation in any activity promoted by trade associations carries inherent antitrust risks. In particular, the joint presence of competing companies may facilitate, even unintentionally, the exchange of sensitive information or the adoption of potentially anticompetitive conduct.

 

For this reason, participation in meetings, committees, or technical working groups organized by trade associations is permitted only with prior formal authorization from Group Management or the Legal Department. Once authorized, participants must exercise the utmost caution and vigilance in compliance with applicable regulations.

 

During such meetings, it is prohibited to discuss, directly or indirectly, topics such as:

e. Prices, surcharges, tariffs, or other economic elements

f. Percentages of price increases or decreases

g. Commercial strategies, production plans, production capacity

h. Terms and methods of payment

i. Market division, market shares, customers, or geographic areas

j. Participation in tenders and related conditions

 

If inappropriate discussion of one of these topics arises, the Group representative must immediately leave the meeting, have their dissent recorded in the minutes, and promptly inform the Legal Department. Failure to comply with these obligations may constitute a serious violation of internal rules and result in disciplinary and sanctionable liability.

 

 
 

 

CUSTOMERS AND SUPPLIERS
 

 

Group companies are free to select customers, suppliers, and partners according to objective criteria of price, quality, reliability, and transparency. However, it is forbidden to:

 

a. Use third parties to obtain confidential information about competitors

b. Accept or propose reciprocity agreements that distort market rules (Art. 101 TFEU)

c. Impose exclusivity clauses without justified reason, such as significant initial supplier investments (Art. 102 TFEU; Art. 3 Law 287/1990)

 

Unintentional receipt of confidential information

If sensitive or confidential information about competitors (e.g., prices, contractual terms, commercial strategies) is received, even by mistake, from customers, suppliers, subcontractors, or other partners, the recipient must immediately refrain from using it, inform the Group’s Legal Department, and follow the instructions received. Under no circumstances is it permitted to use, disseminate, or forward such data without prior authorization and risk assessment. Furthermore, it is not permitted to use third parties as intermediaries to obtain, even indirectly, confidential information about competitors.

 

Reciprocity agreements

Reciprocity agreements, i.e., those in which a supplier is incentivized to purchase goods or services from the Group as an implicit or explicit condition for being selected as a business partner, are considered restrictive practices and are therefore prohibited. Every purchasing or sales decision must be based solely on economic and qualitative criteria, without conditional exchanges or cross-relations not justified by actual technical or operational needs.

 

Exclusivity agreements

The imposition or request of exclusivity clauses with customers or suppliers may constitute abuse of dominant position if not justified by objective reasons, such as significant initial investments, specific customizations, technological guarantees, or complex contractual needs. Such agreements must always be evaluated on a case-by-case basis with the support of the Legal Department, to avoid unjustified restrictions on counterparties’ contractual freedom and potential violations of antitrust laws (Art. 102 TFEU, Art. 3 Law 287/1990).

 

 
 

 

UNILATERAL PRACTICES
 

 

Group companies must avoid any abuse of dominant position. “Predatory pricing,” i.e., selling below cost with the aim of eliminating competitors, is prohibited. Such conduct is considered highly anticompetitive and sanctionable (Art. 102 TFEU).

 

 
 

 

ASSISTANCE
 

 

In case of interpretative doubts or suspicious behavior, it is necessary to contact the Legal Department or the Group’s Antitrust Representative. It is mandatory to report any violation or suspected violation of antitrust rules through the channels indicated in the Group’s WHISTLEBLOWING POLICY.

 

 
 

 

FUNDAMENTAL RULES
 

 

COMPETITORS

a. It is forbidden to agree, directly or indirectly, on prices, discounts, margins, or commercial terms with competitors.

b. It is forbidden to exchange or discuss sensitive information (prices, costs, commercial strategies, market shares, etc.).

c. Any form of collusion or manipulation of tenders is prohibited.

d. Division of markets, customers, or geographic areas is prohibited.

e. Conduct aimed at unfairly or abusively excluding competitors from the market is prohibited.

f. It is forbidden to use intermediaries to collect confidential information about competitors.

 

TRADE ASSOCIATIONS

a. Participation in meetings or association groups without prior company authorization is prohibited.

b. If authorized, it is mandatory to strictly comply with antitrust regulations and company instructions.

 

CUSTOMERS AND SUPPLIERS

a. In case of accidental receipt of confidential information about competitors, it is mandatory to inform the Legal Department and refrain from any use.

b. It is forbidden to conclude binding commercial agreements without proper internal authorization.

c. Reciprocity agreements that may distort the market are prohibited.

d. Exclusivity clauses not previously assessed from an antitrust perspective are prohibited.

 

ASSISTANCE AND REPORTING

a. In case of doubts, ambiguous behavior, or potential violations, it is mandatory to contact the Legal Department or the Antitrust Representative.

b. All reports must be made in accordance with the Group’s WHISTLEBLOWING POLICY.

 

 
 

Compliance with antitrust rules is an integral part of the ethical identity of the CHIARAVALLI GROUP. Acting in compliance with the law is a shared responsibility and an essential condition for our sustainable success.