(pursuant to Legislative Decree No. 231/2001)

GENERAL PART

Approved by the Board of Directors of total E&P Italia S.p.A. on 07 May 2018

TOTAL E&P ITALIA

The English text is a translation of the Italian “Model 231”” For any conflict or discrepancies between the two texts the Italian text shall prevail

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1. TOTAL E&P ITALIA (TEPIT) – ABOUT THE COMPANY

TOTAL E&P ITALIA S.p.A. (“TOTAL E&P ITALIA”, “TEPIT” or “Company”) belongs to the TOTAL SA

Group, which operates worldwide in the oil and gas industry.

Until 31 December 2009, the Company was one (Exploration and Production Division) of the two

Divisions that made up TOTAL ITALIA S.p.A. – the other was the Refinery & Marketing Division.

The decision was taken in 2009 to separate the two Divisions and to create TOTAL E&P ITALIA S.p.A.,

which was incorporated on 20 July 2009 and started operating on 1 January 2010.

On 20 July 2009 TEPIT was organized, and became operative on 1 January 2010, with the object of

implementing the strategy for the development of the exploration and production activities in Italy, in

compliance with the laws of Italy and the Group’s standards.

The Company’s objectives are to:

conduct its business in a consistent manner, taking into account the values, standards and

conduct of the Group;

ensure that its activities are carried out in compliance with the applicable Italian laws and

regulations;

ensure the development of human resources required to implement this strategy above outlined;

develop the reserves of the Tempa Rossa field and acquire new assets in view of the performance

of new exploration activities;

Identify oil resources to be developed;

support the various stakeholders in the Company’s activities, and obtain the trust and support of

the Authorities, the local communities and our industrial Partners. (as defined below).

On this basis, TEPIT decided to comply with the provisions of Legislative Decree No. 231/01

(hereinafter the “Decree” – for an overview of the legislative principles contained in the Decree please

see Attachment I of this General Part - “Summary of the legislative principles”), with the aim of

implementing a system which can mitigate the risk of any kind of irregularity, including criminal offences,

in the performance of its business activity.

1.1 The activity carried out by TEPIT, its offices and corporate object

TEPIT operates the Gorgoglione concession (the “Concession”), where, in 1989, the Tempa Rossa

field was found, and which development project (the “Project”) engages also Shell Italia E&P S.p.A.

and Mitsui E&P Italia B S.r.l. (hereinafter also referred to as the “Partners”), each of which holds title to

25% of the concession. Following a Memorandum of Understanding, entered into in November of 2004,

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on 22 September 2006 a Framework Agreement was signed with the Basilicata Region, which started

the development program for the field.

It is estimated that, once fully operational, Tempa Rossa will have a daily production capacity of around

50,000 barrels of oil, 230,000 cubic meters of natural gas, 240 tons of LPG and 80 tons of sulfur.

The Tempa Rossa project plants involve part of the territory of the Sauro Valley, and mainly the

Municipality of Corleto Perticara (PZ), 4 km from which the Oli Treatment Center will be built. Five of the

six well-drilled wells are located in the territory of the same Municipality, while the sixth well is located in

the Municipality of Gorgoglione (MT). The area insists the LPG storage center is instead located in the

Municipality of Guardia Perticara (PZ).

In the first few months of 2018, as the works for the construction of the Tempa Rossa site were

practically completed, the start of the "Exercise Tests with Hydrocarbons" with the introduction of gas

and "Exercise Tests" of the utilities of the Site began.

Once this transitory phase has been completed, the site will enter into all effects in the production phase

and in the related phases of treatment of crude oil, with the use of 8 wells.

The crude oil coming from the wells is processed inside the Oil Center and sent to the Taranto Refinery.

LPG and methane gas are exported in compliance with the commercial specifications: the first, after

being stored at the LPG depot located in the Municipality of Guardia Perticara in the PIP area, will be

transported by land through tanker trucks; the second will be transported through the construction of a

connection to the SNAM RETE GAS gas pipeline.

The product coming from each well area, consisting of a mixture of hydrocarbons containing

sulphurated compounds, oil and water (in this case it is unregulated crude oil, gas and a variable water

content in the development time of the reservoir), is sent to the plants of the Oil Center through a

dedicated underground line.

More generally, the corporate object of TEPIT is to carry out research, exploration, and production of

hydrocarbons, and any mining resource present within the national territory of Italy, and the obtainment

of any permit, authorization, concession, or license required to carry out such activities.

Furthermore, pursuant to Article 2 of the Company’s Articles of Association, TEPIT’s corporate objects

also include:

The processing, transformation, stocking, transport, distribution, and marketing of raw or refined

materials or products of any nature;

The performance and provision of any industrial or commercial activity or service concerning,

directly or indirectly, the creation or production of energy;

The performance of any administrative, financial, industrial, commercial, whether in movable or

immovable assets, including the organization of companies or the acquisition of interest or shares

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in other companies, which may be deemed necessary or useful to the pursuit of the corporate

object as defined.

TEPIT operates, on one side, from its offices in in Milan and in Taranto, Italy, where mainly

administrative and commercial activities are carried out, and on the other, from the following

offices/production facilities:

Potenza Office;

Corleto Perticara Operating Office;

Guardia Perticara Office;

Tempa Rossa worksite, extending across the municipalities of Corleto Perticara, Gorgoglione,

and Guardia Perticara.

1.2 Governance Model

In organizing its corporate governance system, TEPIT privileged the so-called traditional management

system, which is outlined as follows.

1.2.1 Shareholders’ Meeting

The Shareholders’ Meeting, in its ordinary and extraordinary sessions, can decide on the matters for

which it is responsible by Law or through the Company’s Articles of Association. Pursuant to article

2497 Italian Civil Code, TOTAL E&P ITALIA is subject to the direction and co-ordination of TOTAL

HOLDINGS EUROPE, which holds all the share capital.

1.2.2 Board of Directors

Under the Company’s Articles of Association, the Board of Directors (“BoD”) may consist, of between 3

to 10 members.

On the date of adoption of the fourth update of this Model, there were 4 incumbent directors: the

Chairman and 3 full members. By virtue of the powers of attorney granted by the BoD, the Managing

Director has all the powers pertaining to the ordinary and extraordinary management and representation

of the Company, including, by way of example:

Representing the Company before any central or peripheral administration of the State,

including the fiscal, treasury, and customs administration bodies;

The acquisition of shares in other companies;

Submit applications to obtain, transfer, and extend mining titles, signing any declaration,

application, declaration, act of concession, disciplinary act, and other instruments provided

under the applicable laws;

Take any decision relative to the Company’s personnel;

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Close and sign any purchase, sale, lease, rental, and industrial cooperation agreement;

Submit bids for contracts, launch open tenders, and execute, modify, and terminate the relative

agreements;

Receive and make payments, and open and close current accounts and manage banking

relationships;

Represent the Company before any court, tribunal or judiciary body otherwise named and/or in

any jurisdiction, either in Italy or abroad;

Perform any operation pertaining to lease, rental, or other agreements concerning real property

rights, purchase, transport, supply, and insurance.

1.2.3 “Board of Auditors”

The “Board of Auditors” consists of 3 full members and 2 alternate members. All members of the Board

of Auditors are appointed for a three-year term, and may be re-elected. The “Board of Auditors” is

responsible for monitoring:

compliance with the laws and the Articles of Association;

observance of the principles of good management; the adequacy of the Company‟s

organisational, management and accounting structure, and its internal control systems. The

audit of accounts is carried out by an auditing firm.

1.3 Corporate organizational structure, functions, and powers of attorney

TEPIT is organized in various departments to manage the operations thereof, and has a number of

collegial bodies (“Committees”), composed by several functions and areas of competence, through

which the Company intends to attain the ongoing development of an oversight approach.

On this regard, please refer to the description of the current organization, which identifies the

fundamental organizational structures, their respective areas of competence, and the main

responsibilities attributed to each, detailed under Attachment I of the General Part of the Model.

TEPIT drew up a detailed organizational chart delineating the full organizational structure of the

Company, as outlined above.

The organizational chart specifies:

the areas into which the corporate activities are subdivided;

the reporting lines of the individual divisions;

the individuals working in each area and their role within the organization.

The Organisation chart is officially circulated to all staff in the Company.

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As regards the responsibilities pertaining to Workplace Health and Safety, an additional organizational

chart was drawn up, as detailed in Section N of the Special Part of the Model, in addition to the general

organizational chart, in which further details pertaining to this specific area are provided.

The organizational charts are made available to all Personnel, through the CMS’s intranet.

1.3.3. Delegated powers and authorisations

As required by good business practice, within TEPIT delegated powers and signatory powers are

assigned within the Company in accordance with the established organisational and management

duties.

The level of autonomy, the power of representation and the expenditure limits of the various holders of

delegated powers and authorisations within TEPIT are always defined.

The level of autonomy, the power of representation and the expenditure limits of the various holders of

delegated powers and authorisations within the Company are always identified. These are consistent

with the position of the holder within the Company and remain within the limits of what is strictly

necessary for the fulfilment of the duties and tasks covered by the delegated powers..

Such powers are periodically updated to reflect any organisational changes that may take place within

the structure of the Company.

Where a new person is appointed, the powers are not automatically transferred, but are reviewed in

each case.

The delegated powers and authorisations system adopted by TEPIT reflects the situation depicted by

the Company’s Organisational Chart, and it supplements the latter, where necessary, with the

assignment of powers or duties to individuals that do not hold senior management positions, but who

require certain powers in order to carry out their activities.

The Managing Director has, furthermore, decided to attribute specific powers to some functions in light

of their respective responsibilities.

On this regard, please refer to the description of the current attribution of specific powers, including also

the attribution of specific expenditure powers, detailed in Attachment II in the General Part of the Model.

The powers of management and representation may not be sub-delegated, which implies that the

attribution of sub-delegated powers is not admitted.

The authorisations are conferred through notarized acts and communicated to the recipient thereof for

their knowledge. The registration and filing of the delegated powers and authorisations is remitted to the

Internal Control and Audit function.

Each of documents containing the delegated powers and authorisations contains the following

information:

a. the delegating party and the source of his power of delegation or authorisation;

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b. the delegate, with explicit reference to the function attributed to him and the connection between

the delegated powers and authorisations and the delegates position within the organisation;

c. the subject matter, i.e. a list of the types of activities and deeds for which the delegated

power/authorisation is conferred, in any case these activities and deeds are always functional

and/or strictly related to the duties and functions of the delegate;

d. the value limit imposed on the delegate’s powers. This limit is determined on the basis of the role

and position held by the delegate within the Company structure.

The organization of the corporate functions and the delegated powers and authorisations connected

thereto is in line with the principle of segregation of duties, which dictates that no one may

independently manage an entire process. Therefore, the activities that make up every corporate

process are never assigned in their entirety to the same person, but they are divided – as much as

possible – amongst more people, so as to ensure a separation between the organization, execution,

and control phases (with special regard to corporate activities deemed sensitive, or in other words,

which are likely to be exposed to the risk of commission of crimes).

The table summarizing the powers attributed to the Managing Director, as well as the “Delegation of

Authority” (DOA) procedure is published on TEPIT’s intranet site.

For the purpose of ensuring the compliance thereof, the above system was the subject of a training

program, as part of a training program on the Model, delivered to all the Recipients of delegated

powers, and the correct exercise of the powers and their use, in compliance with the applicable

procedures, is monitored and verified.

Finally, please note that the organizational chart and the power delegation template constitute

attachments in the General Part of the Model (Attachment II).

1.4 Internal policies and control provisions

For the purpose of improving its organizational structure and ensure optimal standards in the execution

of the activities, TEPIT has set up, for some years now, a set of procedures, both manual and

electronic, aimed at managing and governing the operation of the Company’s activities, which content is

constituted by the policies to be followed in each corporate process interested, and by the controls to be

carried out for the purpose of ensuring the correctness, effectiveness, and efficiency of corporate

activities.

This complex system, a resource of TEPIT by virtue of its belonging the Group, represented the first

point of reference used to draft the Model.

In this context, we will outline:

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CMS – Company Management System, which, as noted, contains all the documents and

procedures that define and implement processes and rules, which compliance is deemed to be

necessary to ensure the consistency of TEPIT’s activities with the applicable statutory laws and

regulations. The documents contained in the CMS meet the following needs:

The formalization of control and/or implementation processes for shared procedures to carry

out operating and/or support activities;

The implementation of legal standards and obligations TEPIT must comply with.

The Model and the procedures therein included are also published on the CMS. Please also note

that the Company adopted an ad hoc procedure to regulate the document management within the

CMS (preparation, identification, drafting, and approval), which, thus, constitutes a relevant

procedure for the purposes of the Model.

SALSA Platform, or in other words, computer applications in support of the management of the

administration area. In particular, the entire accounting area of TEPIT (clients, suppliers, general

accounts, profits, credit management, purchases of indirect assets and services) is managed

through this platform.

Management Control, which includes mechanism to monitor the management of resources for the

purpose of guaranteeing corporate activities to be efficient and economical, aiming at the following

objectives:

Define in a clear, systematic, and accessible manner all the resources available to single

corporate units, and the scope within which they may be employed, by planning and defining

their relative budget;

Detect any deviance from the budget defined, analyse the causes thereof and report the

results of evaluations to the hierarchically responsible levels for the purpose of setting up

adequate corrective measures, through constant review.

The periodic detection of any divergence of the current data as compared to budget forecasts

ensures actual practice to be consistent with the practice planned and approved at the beginning

of each year.

In particular, the programming of the work plan and the relative budget is carried out taking into

consideration the time horizons required for their final definition, consistent with the type of

operations carried out.

The annual budget and the work plan are approved by the Parent Company, and, within the scope

of the Tempa Rossa Plan, by the Partners.

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Once the budget available to TEPIT is defined, the Direttore Finanza e Sistemi Informatici, with the

assistance of Responsabile Controllo di Gestione, sets out the annual budget allocated to each

Department.

Said plan, subsequent to the approval by the Managing Director, is transmitted to the

correspondent beneficiary of the budget, who must sign it and accept it, and return it to the irettore

Finanza e Sistemi Informatici, who files it. Subsequently, at periodic intervals the Direttore Finanza

e Sistemi Informatici carries out assessments, with the assistance of Responsabile Controllo di

Gestione, aimed at evaluating the extent of the deviation of the consumption data as compared to

the budgeted sums.

Upon conclusion of the above assessment, a series of reports are drawn up and forwarded to the

budget officers and to the Managing Director, and each budget officer is required to provide

clarifications as to any deviations, if any, as compared to the planned budget.

Code of Conduct of the Group, The Group has long fostered and dedicated special attention to the

promotion and protection of the ethical values and principles that must inspire and guide the daily

conduct of the people working within the Group. The Code of Conduct, approved at Group level as

of October of 2000, constitutes a point of reference for any indication relating to ethical issues and

principles to be abided by within every undertaking of the Group, including also TEPIT. Among the

indications it provides, we should mention:

I. Commitment to the highest levels of safety and security in our operations as well as

protecting health and the environment.

II. Compliance with the highest integrity standards, in particular by preventing corruption, fraud

and anti-competitive practices.

III. Respect for internationally recognized Human Rights standards.

The collection of rules provided in the Code of Conduct aims at protecting the reputation of the

Group in general and of TEPIT in particular, as well as the interests of stakeholders, clients,

workers, suppliers, and providers of services, partner members of industrial associations and

countries in which the Group carries out its activity, ensuring, at the same time, that the Group

complies with an ethical approach in the performance of its activities. The Code of Conduct is

divided in eight parts:

The first part contains a message from the Chief Executive Officer of the Group , in which he

states the common values and ethical principles which must guide and inspire the Company’s

work;

The second part lays out the contents of the Code of Conduct and indicates its Recipients;

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The third part expresses the business principles, that is, the rules of conduct for the Recipients

of the Code of Conduct;

The fourth part expresses the expectations of the Group towards its employees with respect to

the decisions they are called to make on a daily basis in the performance of their activities;

The fifth part defines the Group’s expectations towards its stakeholders (who are required to

comply with provisions equivalent to those contained within the Code of Conduct);

The sixth part illustrates the role and mission of the Ethics Committee, which is the body

responsible, at Group level, for providing clarifications on the application of the Code of

Conduct;

The seventh part provides a guide to be used in case of uncertainties concerning the

application of the Code of Conduct;

The eighth part lists additional resources on the various topics.

For a complete analysis of the principles and regulations, please refer the Code of Conduct in its

entirety, which constitutes an integral part of TEPIT’s Code of Ethics.

Group Integrity Guidelines, is a dissemination and training tool, completing the general conduct

principles described in the Code of Conduct. This tool translates the Group’s commitment towards

integrity, and is based on five fundamental principles: countering corruption, ban on fraudulent

practices, declaration of conflicts of interest, compliance with fair competition rules and regulations,

and compliance with commitments.

The guidelines are available in paper format, and especially, in electronic and interactive tool,

enabling the user, through a series of question and answer mechanisms, to rapidly find the most

immediate solutions to issues pertaining to conduct that may arise with regard to a vast range of

corporate operations.

The solutions provided to users are inspired on the integrity principles applicable at Group level, as

spelled out in the Code of Conduct and the other documents having the same purpose and scope.

Group Policy and Integrity Program which purpose is to illustrate the Group’s position on the

prevention and handling of any kind of fraud, specifying the roles and responsibilities of the various

persons interested, and describing the principles that regulate the structure and processes to be

implemented.

Anti-corruption Compliance Program. As part of the initiatives undertaken to prevent and counter

any form of corruption, in 2011 the Group laid out and implemented a specific integrity policy with

the objective of reinforcing the mechanisms to prevent corruption, making available to the

Recipients and Other Recipients and Outsources new and more effective tools to control and

counter corruption.

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This is a significant commitment which the Group undertook for the purpose of protecting and

defending Recipients, Other Recipients, and Outsourcers including in situations where corruption

issues may be particularly complex, thus requiring specific identification and response abilities.

In this light, the Group implemented a “Business Integrity Policy and Program”, which purpose is to

foster the integrity of the Group’s workforce and reinforce the anti-corruption processes

implemented within the Group.

With regard to specific documents, the Policy and Program took form:

In the “Anti-corruption Compliance Directive” and the “Guidelines on dealing with incidents of

fraud” which provisions apply to all the Group’s subsidiaries, and TEPIT integrated within its

CMS;

The adoption of a series of specific procedures aimed at preventing and contrasting corruption

incidents within the scope of specific corporate processes and activities (for example,

purchases, P.A. relations, sponsoring programs). The above procedures are integrated into the

procedural framework of the various undertakings of the Group through a process of

adaptation to the laws and regulations of the Host Countries.

In particular, TEPIT integrated into its CMS the following procedures:

“Supply Chain Anti-Corruption Compliance”, which receives the provisions of the Anti-

Corruption Compliance program concerning the Due Diligence process to be followed

with regard to suppliers of goods and services;

“Representatives Anti-Corruption Compliance”, which receives the provisions of the Anti-

Corruption program concerning the Due Diligence process to be followed with regard to

the persons appointed as representatives of TEPIT in dealing with the Public

Administration;

“Gift, Hospitality, Donations, and Sponsoring Compliance”, aimed at preventing that gifts,

hospitality, donations and sponsoring activities may hide corruption purposes (both active

and passive corruption);

“Anti-Corruption Compliance Program - Joint-Ventures”, aimed at ensuring stricter

compliance with anti-corruption laws and regulations, with regard to the activities

managed in joint ventures with other partners;

“Anti-Corruption Compliance Program – Acquisitions/Mergers/De-Mergers/Joint

Ventures”, aimed at ensuring anti-corruption compliance in case of extraordinary

operations, or constitutions of new joint ventures.

“Anti-Corruption Compliance Program – Handling Conflict of Interest”, which establishes

the principles to handle conflicts of interest.

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Anti-Corruption Compliance Program – Human Resources which receives the provisions

of the Anti-Corruption program with regard to human resources

Within the scope of the Anti-Corruption Compliance Program, with the objective of raising the

Recipients, Other Recipients, and Outsourcers’ awareness to the prevention and countering of this

element of risk, a specific e-learning training program was set up, made mandatory for all the

Recipients and Outsourcers. Available in Italian, English, and French, and focused on concrete

case-studies, the training program explains in detail: (i) the nature and risks connected to

corruption practices, (ii) how to recognize alarm signals concerning any potential risk situation, (iii)

the adoption of conducts effective towards preventing the involvement of employees in any

potential risk scenario. The training requires the registration of the participant’s attendance by

signing a specific declaration, and passing a final evaluation test, with issue of a certificate

attesting the completion of the training program, thus ensuring traceability thereof. The

documentation attesting the participation of the Recipients, the Other Recipients, and the

Outsourcers in the training program, and the passing of the final evaluation test is filed under the

coordination of the Legal and Corporate Affairs Division. Furthermore, in order to adequately

promote the application of the Anti-Corruption Compliance program within each single corporate

unit, a specific body of Compliance Officers was instituted, appointed within each subsidiary of the

Group, with the duty to monitor the implementation of the program and oversee the compliance

with the rules contained therein. TEPIT thus appointed, starting from April of 2011, a Compliance

Officer, appointed with the duty to report to the Supervisory Body any relevant information or data

which they may have acquired with regard to criminal offences reported in Sections A and G of the

Special Part of TEPIT’s Organizational Model. Starting from 1 January 2016, the Compliance

Officer will take the position as Integrity Officer, and their duty shall include the implementation of

the Group’s anti-corruption and anti-fraud policies.

System and Guidelines on Health, Safety, and the Environment (SG HSE), which constitutes the

implementation of the HSE Chart and the Group’s HSE policy’s 10 fundamental principles.

The System includes and manages the organizational structure, the planning activities, the

responsibilities, the practices, the procedures, the processes, and the resources to establish, put

into practice, re-examine, and uphold the HSE policy and its objectives.

In light of the above, which constitutes an addition and integration to the Model, and is integrated with it

as described in the Special Part, TEPIT ensures compliance with the following principles:

1. Favouring the involvement of more parties in order to attain a suitable separation of tasks through

checks and balances (segregation and balance of duties);

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2. Adopting the measures to make sure that each operation is verifiable, documented, consistent,

and appropriate;

3. Documenting the controls carried out with regard to the operations and/or actions performed

(traceability and regulation of controls and activities).

1.5 The IT System

The Company’s IT system has a strategic role for the productivity and operations of TEPIT.

The Company uses a traditional IT system based on a client-server architecture (so-called 1-tier

architecture), enabling the management of processes by recording operations in real time, allowing their

traceability and identification of the authors.

To guarantee the security of the IT system and of the data and documents therein filed and managed,

TEPIT adopts policies, guidelines, and procedures, which are detailed in Section B in the Special Part of

the Organizational Model.

1.6 The Code of Ethics

TEPIT adopted, from the first approval of the Model, its own Code of Ethics, which constitutes an

integral part thereto (Attachment III).

The Code of Ethics illustrates the rights and duties, as well as responsibilities, of the Company, its

employees, and members of its corporate bodies, towards the persons (natural or legal) that have

relationships with the Company, integrating at local level, without being a replacement of, the Code of

Conduct.

Through the Code of Ethics, TEPIT:

Adopts the core values of the Group, such as respect, trust, responsibility, in terms of solidarity

and as well as professional conduct, and exemplary conduct, which ensures the credibility of its

actions, internally and towards the outside;

Fully adheres to the ethical principles described in the Code of Conduct, such as the respect for

human rights, ongoing concern towards the safety and protection of the environment, and integrity

as the guiding principle in business relations.

In this perspective the principles contained in the Code of Ethics constitute also a point of reference for

the interpretation and concrete application of the Model.

Given that the Model responds to the need to prevent, as much as possible, the commission of the

criminal offences contemplated in the Decree, by laying down specific rules of conduct, its effectiveness

depends on the integrity and the ethical values of the persons that operate within the organization, and

of its top management, or those who are in charge of the controls provided under the applicable

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procedures. Thus, the Code of Ethics is set up to operate in tight integration with the Model, so as to

form a corpus of internal rules having the purpose of fostering a culture of ethics and corporate

transparency.

1.7 Intragroup Relations

As specified in the previous paragraphs, TEPIT is the Italian branch of the Group, operating in the

sector of exploration and production, and its only shareholder is the Holding.

The relations between parent company and subsidiary companies are those that commonly

characterize, according to legal doctrine, an “economic-financial group”, whose relations are of a merely

financial and technical-economic nature, given that the various companies within the Group act under

contracts aimed at optimizing synergies, but in any case all the Companies are independent centres to

which interest is allocated, and there are no current accounts shared between the companies or

between the companies and the parent company.

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2. TEPIT’S ORGANIZATION, MANAGEMENT, AND CONTROL MODEL

The Model was formally adopted for the first time by TEPIT in December of 2009. Subsequently

updates of the Model have been approved, to keep into account changes in the legislative framework

with regard to the Decree as well as changes within the organization.

2.1 Objectives and Purposes

The adoption of the Model is not just a way to benefit from the exemption provided under the Decree,

but it is also a tool to improve the management and control system.

Furthermore, thanks to the identification of “sensitive processes” constituted by the activities most

exposed to the “risk of crime” and their consequent formalization into procedures, the Company has the

purpose of:

Making all the parties involved fully aware that any illegal conduct is highly condemned and

contrary to TEPIT’s interest including when, apparently, TEPIT might obtain an advantage there

from, as such conducts are contrary not just to the provisions of law, but also the ethical-social

values of the Company;

Making such parties aware that they may incur, in case of violation of the provisions contained in

such document, in offences that may give rise to penalties not just of a criminal and administrative

nature, but also affecting the employment or collaboration relationship between such parties and

TEPIT;

Making sure that the parties involved fully understand that unlawful conducts might also entail

administrative sanctions against TEPIT;

Enabling the Company, through constant monitoring of sensitive processes and thus the risks of

commission of a crime, to promptly react in order to prevent and counter the commission of said

crimes.

2.2 Subjective Scope of Application of TOTAL E&P ITALIA’s Model

TEPIT specified the core criteria upon which the persons to which this Model applies are identified and

classified.

In particular, TEPIT created a classification system based, on one side, on the disciplinary tools

available to TEPIT to uphold compliance with the Model, and, on the other side, on whether a specific

training activity on the Decree or the Model has taken place.

In light of the above, the following terms shall be interpreted as follows:

Senior Managers: it indicates the persons holding positions of representation, administration, or

management of TEPIT or one of its organizational units with financial and functional autonomy,

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and the persons who exercise, including in a de facto capacity, the management and control of the

Company;

Subordinates: it indicates the persons subject to the management or supervision of the Senior

Managers, and who must perform, as subordinates, the directives issued by the Senior Managers

or who are subject to their oversight.

Recipients: it indicates the Senior Managers for whom TEPIT is the employer or other comparable

role, as well as the Subordinates.

Other Recipients: it indicates the Senior Managers for which TEPIT is not the employer or other

comparable role, and who are required to comply with the Model upon their relative appointment

(including managers, de-facto managers, any liquidators appointed, if any, the Board of Auditors,

and auditing firms).

Outsourcers: it indicates the natural persons whose services are made available to TEPIT by Third

Parties with whom TEPIT has entered into specific service agreements. The Outsourcers’

compliance with the Model is ensured through contractual terms and obligations designed for such

purpose.

Third Parties: it indicates collectively all the natural and legal persons who are not Recipients,

Other Recipients, or Outsourcers, who are required to comply with the Model through contractual

terms and obligations designed for such purpose (including companies who make the services of

Outsources available to TEPIT).

Expatriates: it indicates the natural persons who provide professional services within TEPIT,

irrespective of the position they hold, on secondment from other companies within the Group.

2.3 Preparatory Activities to the Creation and Revision of the Organizational Model

The elements that must characterize an organizational Model, to guarantee the efficacy thereof in line

with the provisions of the Decree, are effectiveness and suitability.

Effectiveness is reached through a correct adoption and application of the Model, including through the

activities of the Supervisory Body, who implements verification and monitoring activities, and, thus,

evaluates the consistency between actual practice and the Model.

Suitability depends on the actual fitness of the Model in preventing the criminal offences contemplated

in the Decree, and is guaranteed by the existence of preventive and corrective control mechanisms, fit

to identify the operations or “sensitive processes” that present anomalies.

Thus, the preparation of the Model and its subsequent updates have required a series of activities

aimed at creating a risk prevention and management system, in line with the provisions of the Decree.

In view of the adoption of the Model, the following have been analysed:

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The governance model;

The organizational structure, the functions, and corporate proxies;

The internal policies and control mechanisms;

The current version of the Model, as well as the documents and procedures that constitute an

integral part thereof;

The information system;

Intragroup relations;

The activities carried out by TEPIT in the various offices and facilities in which it operates, as

identified in paragraph 1.1.

Once the above elements have been evaluated, we analysed – also on occasion of the updates made

to the Model – the entire activity of TEPIT for the purpose of identifying, amongst the “underlying

crimes” provided under the Decree, also those who, though hypothetically or abstractly, might occur in

the performance of the Company’s activities.

Such activity was carried out in light of the documents inherent with the aspects listed above, and also

through interviews with the Company’s Top Management, and analysing any organizational checks

already in place, as detailed below.

In this context we have always kept in mind the fact that the evaluation at issue cannot be based

exclusively on the concept of “acceptable risk” as commonly understood in a corporate-economic

context.

In fact, from an economic point of view, a risk is considered “acceptable” when the additional checks

“cost” more than the asset to be protected.

Obviously this logic approach is not sufficient to satisfy the principles contained in the Decree.

However, it is fundamental to identify a risk threshold, given that otherwise the quality of the preventive

controls would be virtually endless, with clear consequences on the effectiveness of the Model as well

as on the Company’s operational continuity.

As regards to crimes committed with intent, we believe the risk is adequately countered when the

preventive control system is such that it may only be circumvented through fraudulent means, thus

following the provisions of the Decree.

As to crimes committed through negligence, the conceptual threshold of acceptability is represented by

the realization of a conduct, obviously characterized by lack of intent and non-compliant with the

principles and rules provided under the Model, in spite of the prevision of specific protocols and the

Supervisory Body’s exact compliance with the oversight obligations provided under the Decree.

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Based on this logical assumption, we mapped the areas potentially exposed to the risk of crime, using

as a point of reference the best practices and the indications provided under the guidelines issued by

Confindustria.

The mapping and risk assessment activities (which results are illustrated and analysed in the Special

Part of the Model) included also the evaluations of procedures, operating instructions or documents

capable of providing evidence of the internal processes and implementation methods of the control

activities, for the purpose of keeping into due consideration the actions carried out by the Company, and

evaluate their suitability as crime prevention measures, and control over sensitive processes.

With regard to activities subject to risk and not sufficiently protected, we have identified the interventions

deemed effective and suitable to properly handle the risk.

2.4 The Structure of TOTAL E&P ITALIA S.p.A.’s Organizational Model

The Model, final document of the corporate analysis activity, includes:

General Section, which describes TEPIT, illustrates the function and principles of the Model,

identifying its core components, including the penalty system and the Supervisory Body.

The General Section includes the following documents, which are referred to as “Attachments”,

which are an integral part of the Model:

ATTACHMENT I: Legal principles of the Decree (including a Glossary of terms)

ATTACHMENT II: Organizational Chart and Proxy guide;

ATTACHMENT III: Code of Ethics.

Special Section, which includes a map of the risk areas and single sections dedicated to the risks

classified as “specific” and “residual”, it illustrates and analyses in depth the operating activities of

the Company with regard to certain categories of the crimes provided under the Decree, where

potential crime-risk profiles have been categorized, following the identification of “sensitive” areas,

detailing the protective measures suitable for containing the risk itself. On such regard please note

that the major risk profiles relate to the following categories of underlying crimes:

Crimes against the Public Administration;

Crimes including manslaughter and culpable injury in violation of the provisions in place for the

protection of the health and safety in the workplace;

Environmental crimes;

Corporate crimes and bribery among private parties;

Information technology crimes.

The General Protocols, the Specific Protocols, and, more generally, the corporate procedures

and all the other documents indicated and/or mentioned in the various sections of the Special

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Section, which govern the “sensitive processes” as per the results and reports of the risk mapping

activity.

In particular, the General Protocols indicate the general criteria of control, designed to operate

transversally across the risk areas considered for the purpose of the Model, while the Specific

Protocols indicate the control measures designed to regulate the peculiar aspects of the “sensitive

activities”, which must be contained in the corporate procedures of reference.

The drawing up of the Model, as specified, took into consideration the sensitive processes and the

management and control procedures in place, defining, where deemed opportune, any

implementations deemed necessary, in compliance with the following principles:

Functional separation of the operating and control activities

Accountability of the operations subject to risk and the controls implemented to prevent the

commission of crimes;

Allocation and apportionment of the authorization and decision-making powers, of

competences, and responsibilities, based on principles of transparency, clarity, and verifiability,

and consistent with the activity actually carried out.

The conduct procedures connected to the Model are integrated with the internal policies in place,

and with the organizational charts and management system adopted and in operation within

TEPIT.

Should the actual practice reveal critical factors, TEPIT shall promptly modify them to make them

compliant with the requirements underpinning the application of the Decree.

2.5 Updating the Model

The Organizational Model is “a document issued by the managing body” as per Article 6, paragraph 1,

letter a) of the Decree, and, thus, the board of directors of TEPIT is responsible for making any

modifications and integrations to the Model. The BoD will modify and integrate the Model upon the

taking place of special circumstances including, by way of example but not limitation,

Amendments to the provisions on administrative liability of entities, including any significant

changes in the interpretation of the provisions resulting from new case law and/or by authoritative

and acceptable scholarly articles;;

Modifications in the Company’s structure;

the identification of new “sensitive activities” or variations to those previously identified – these

may be connected to the start of new business activities, changes to the internal structure of the

Company and/or changes to the procedures followed in carrying out the Company’s business.;

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Commission of the Underlying Crimes by any Intended User or Third Party, or, more generally, in

case of significant violations of the Model;

the detection of insufficiencies and/or gaps in the Model provisions following checks on the

Model’s effectiveness..

In compliance with the provisions of Article 6, paragraph 1, letter b) of the Decree, the Supervisory Body

sees to the update of the Model.

For such purpose, also with the assistance of the corporate functions in charge of monitoring regulatory

changes, of the modifications to the organization and pertaining to the type of activity carried out by

TEPIT, the Supervisory Body identifies and reports to the Managing Director any necessity to update

the Model, providing also indications on how to proceed to the realization of the relative interventions.

The Managing Director promptly informs the other members of the BoD on such reports received from

the Supervisory Body, providing them all the opportune details and any clarification needed, including

outside of BoD meetings and without the need to call a meeting.

For the purpose of carrying out the Model updating activities, the Managing Director identifies the

corporate functions that are to manage the realization and implementation of the above updates

(including through the assistance, if needed, of external consultants) and the correlated manner in

which the above are to be realized and implemented, authorizing the start of a dedicated project.

The start of the updating project is communicated to the Supervisory Body, also, if needed, by

transmitting to said Body a copy of the communication sent for such purpose to the members of the

team in charge of carrying out the relative activities.

The functions in charge carry out the interventions deliberated in line with the instructions received, and,

upon consulting the Supervisory Body, they submit the Model update proposals originated within the

project to the BoD for approval.

The BoD deliberates, then, on the Model updates and on the adoption of the modifications and

integrations required for its update, as identified within the project referred to above.

The BoD may delegate to one of its members (including also the Managing Director) the power to

approve the results of the Model update project, and decide on the adoption of the modifications and

integration to the Model. The BoD may define specific limitations to said power, based on the nature,

type, and scope of said modifications and integrations to the Model.

The director delegated to the update of the Model shall, in any case, promptly inform the other directors

of any measure adopted in the exercise of said delegated powers. The delegated director may inform

the other directors also outside of BoD meetings, by sending a written communication. In any case, on

the first meeting following said communication, the BoD resolves upon the decisions on the Model

updates taken by the delegated director.

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The approval of the Model updates is promptly communicated to the Supervisory Body, which, in turn,

oversees the correct application and distribution of the updates made.

2.5.1. Modifications having a non-substantial impact

Should modifications with a non-substantial impact over the Model (including its Attachments) be

required, said modifications may be made directly by the Legal and Corporate Affairs Division, without

the need to activate the revision and update procedure on initiative of the Supervisory Body.

By “modifications having a non-substantial impact” are meant all the revisions and/or integrations to the

Model (including its Attachments) of a purely formal nature, that are not meant to alter, in any manner

whatsoever, directly or indirectly, the definition of the areas subject to risk and/or the structure and

contents of the control measures provided in the Model, or the rules of conduct to which the Recipients,

the Other Recipients, the Outsourcer, and the Third Parties must comply with in line with the above

control measures.

By way of example and not limitation, any revisions of the references made in the Model to new

versions of corporate procedures already implemented, and the correction of any material errors shall

fall within the scope of said modifications with a non-substantial impact. The modifications having non-

substantial impact over the Model adopted by TEPIT shall be deemed validly made and completed by

effect of the mere publication of the modified document on the Company’s Intranet. The above

modifications are promptly communicated to the Supervisory Body and to the BoD who, on their first

meeting following such modifications, resolves on the updates proposed by the Legal and Corporate

Affairs Division.

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3. DIFFUSION OF THE ORGANIZATIONAL MODEL

TEPIT promotes the diffusion and familiarity with the Model of all the persons identified in paragraph

2.2.

3.1 Training Activities

For the purpose of ensuring the effectiveness of the Model, the Company aims at ensuring that the

resources already employed within the Company as well as any resources entering the Company have

a correct knowledge of the rules of conduct therein contained.

The training activities relating to the Model are mandatory, and to such purpose TEPIT keeps a record

of the attendance of the participants. Said attendance records are communicated to the Supervisory

Body, which is in charge of monitoring and overseeing the training activities pertaining to the Model.

The training plans, as well as the contents of said activities are arranged by the Internal Control and

Audit function, and previously agreed with the BoD, which may formulate proposals and observations on

such activities.

3.2 Information to Outsourcers and Third Parties

Outsourcers and Third Parties are provided with information on the Model, the Code of Ethics and the

Code of Conduct adopted by TEPIT. Said information is, generally, enclosed in the agreements that

regulate the relationship between TEPIT and the counterparty to which said Outsourcers and Third

Parties are connected. Outsourcers and Third Parties are also informed on the consequences over

contractual relationships which may ensue from conducts contrary to the applicable laws, the Model, or

the Code of Ethics or the Group Code of Conduct.

3.3 Diffusion of the Organizational Model

The Model is diffused:

Through communication signed by the Managing Director, illustrating the underlying principles of

the Model and the contents thereof;

By publishing the Model on the Company’s Intranet website.

Furthermore, the Model, with the exclusion of some parts not deemed suitable to be shared with third

parties, is published on TEPIT’s Internet website, also for the purpose of clarifying the contents of the

obligations undertaken by Outsourcers and Third Parties by effect of the relative provisions contained in

the contracts signed by such parties.

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4. THE DISCIPLINARY SYSTEM

The definition of a system of disciplinary measures applicable in case of violation of the rules contained

in this Model, commensurate to the violation and sufficient to represent a deterrent against any such

violations, constitutes, pursuant to Article 6, second paragraph, letter e) of the Decree, an essential

requirement of such system, and guarantees the effectiveness thereof.

The application of the disciplinary measures is independent of the outcome of any criminal proceeding

instituted by the Judicial Authority, should said violation be liable to criminal investigation.

The Disciplinary System herein detailed is applicable to all the persons indicated in Paragraph 2.2

above, with the peculiarities described below for each category and deriving from the legal status of the

person against whom the Disciplinary System is applied.

For the purpose of the application of the Disciplinary System the following conducts are considered, by

way of example, liable to disciplinary measures:

The commission of the crimes provided under the Decree;

The violation of the provisions and procedures contained in the Model (for example, non-

compliance with the protocols, omission of communications to the Supervisory Body with regard to

mandatory reporting requirements, omission of controls);

The adoption, in the performance of activities connected to the «sensitive processes», of conducts

non-compliant with the provisions of the Model;

The violation of the general rules of conduct contained in the Code of Ethics.

This Disciplinary System was divulged based on the provisions contained in the applicable national

collective bargaining agreements, and has also been published on the Company’s Intranet and

displayed in every office/production facility of the Company, in a place accessible to all, in order to

ensure the full knowledge thereof.

The Disciplinary System is also constantly reviewed by the Managing Director, by the General

Secretariat and by the Human Resources Management, each within the scope of their relative powers,

functions, and competences, and in view of their being in charge of carrying out disciplinary measures,

including those to be carried out following a report by the Supervisory Body.

The application of the disciplinary measures indicated in this chapter also apply to those who violate the

protection measures adopted for reporting to the Supervisory Body (as per paragraph 5.6 below and to

the "Information flows to the Supervisory Body" procedure) as well as against those who carry out, with

with intent or gross negligence, reports that prove to be unfounded

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4.1 Measures against Employed Workers

This section concerns all the workers who are connected to TEPIT by way of an employment

agreement, independently of the type of agreement, of the professional qualification, of the duties

performed (including those connected with specific functions and tasks pertaining to the health and

safety in the workplace) and/or the classification within the Company, and is thus applicable to all

managerial staff, clerical staff, manual workers, workers employed under a fixed-term contract, workers

under apprenticeship contracts, workers on unpaid leave, etc. The workers’ violation of the single rules

of conduct herein contained constitutes a violation under the Disciplinary System.

Article 2104 of the Italian Civil Code, placing the duty of «obedience» upon the worker, provides that the

worker must comply, in the performance of their duties, with the instructions provided by the employer

and the employer’s collaborators from which the worker is hierarchically dependent.

The compliance with the provisions of the Model and the Code of Ethics falls within the general

obligation of employees to observe the regulations imparted by the Company and its representatives

respecting the Company’s own interest in receiving valuable services from its worker.

The disciplinary measures that may be taken against workers fall within the scope of the currently

applicable statutory regulations and the provisions of the national collective bargaining agreements

applicable, which in the case at issue is represented by the currently valid National Collective

Bargaining Agreement (or NCBA) for the Oil and Energy Sector, in compliance with the applicable law

and regulations, of the procedures provided under Law No. 300 of 30 May 1970 (Workers Statute) and

No. 604 f 15 July 1966 (Provisions on Individual Dismissals), as well as with the provisions contained in

the mentioned NCBA.

The violations are ascertained, and the consequent disciplinary measures adopted, in line with the

above-mentioned regulations and provisions of law.

In particular, workers will be subject to the disciplinary measures provided under the above-indicated

NCBA, Part VI – Article 55, and specifically:

Verbal warning;

Written warning;

Suspension from work and compensation for up to a maximum of 8 working days;

Dismissal (Article 55 – Part IV).

The process of application of the disciplinary measure shall be in compliance with the provisions

contained in the NCBA of reference and the applicable laws and regulations.

The types and entity of the disciplinary measures applied to each case of violation shall be

commensurate to the gravity of the faults; in particular, the Company takes into consideration the gravity

of the conduct, in light also of the disciplinary precedents of the worker, if they can be calculated, of the

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duties carried out, and the circumstances in which the action or omission came into being and was

completed.

4.2 Measures applicable to Managers

The Managers’ violation of the procedures and the indications provided in the Model, or the adoption of

conducts not compliant with the provisions of the Code of Ethics, or the commission of the crimes listed

in the Decree, keeping also into account the special fiduciary nature of their employment, determine the

application, after employing the procedural guarantees provided under Laws No. 300 of 30 May 1970

(Workers Statute) and No. 604 of 15 July 1966 (Provisions on Individual Dismissals), of the appropriate

measures, in compliance with the applicable laws, and the provisions of the current and valid NCBA for

Managers of Companies Producers of Goods and Services (with specific reference to Article 27 of the

NCBA).

4.3 Measures applicable to Expatriate Personnel

The Expatriates’ violation of the procedures and the indications provided in the Model, or the adoption of

conducts not compliant with the provisions of the Code of Ethics, or the commission of the crimes listed

in the Decree may give rise to disciplinary measures as provided under the contract that regulates the

employment relationship between the Group’s company from which the Expatriates are seconded with

TEPIT, as well as the local statutory laws.

The General Secretary, upon consent by the Managing Director, shall decide, if deemed opportune in

light of the gravity of the violation, to preventively suspend the Expatriate from their work duties with

TEPIT, and shall transmit to the Human Resource Office of the company from which the Expatriate was

seconded a detailed report of the fact ascribable to the Expatriate, so that said company may start the

disciplinary procedure applicable in the country of origin.

4.4 Measures applicable to Directors and Auditors

The rules and principles contained in the Model and the protocols connected thereto must be complied

with also and especially by the members of the Board of Directors, in light of their assignment which,

pursuant to Articles 2380 et. seq. of the Italian Civil Code, is the administration and thus government

and management of the Company.

As to the members of the Board of Auditors (in light of their sole control functions, as detailed in the

currently applicable provisions of law), though they may not be considered, strictly speaking, to hold a

top management position, they may still be involved, including indirectly, in the commission of the

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crimes detailed in the Decree (including as accessories in the crimes committed by persons holding top

management positions).

For such reason, the members of the Board of Auditors are subject to the disciplinary measures

provided in the Model.

The disciplinary measures applicable to Directors and Auditors are:

Written warning;

Formal notice and order to strictly comply with the Model;

Reduction of emoluments or compensation, up to 50%;

Revocation of their assignment.

Upon learning of possible violations of the Model by the members of the Board of Directors and/or the

Board of Auditors, the Supervisory Body transmits to all the members of the Board of Directors and of

the Board of Auditors a report containing:

The description of the conduct learned;

The indication of the provisions of the Model that appear to have been violated;

The person responsible for the violation;

Any documentation providing evidence of the violation and/or any other supporting elements;

A proposal on the opportune disciplinary measure to be taken in the case at issue.

Within ten days from acquiring the Supervisory Body’s report, the President of the Board of Directors

calls a joint session of the Board of Directors and the Board of Auditors, which meeting must be held by

and no later than thirty days from receipt of said report.

The call must:

Be made in writing;

Contain the indication of the contested conduct and the provisions of the Model that have been

violated;

Indicate the date of the meeting, informing the interested party of their faculty to formulate any

observations and/or arguments, either oral or in writing.

The meeting, in which the Supervisory Body is invited to participate, will include hearing from the

interested party, the acquisition of any observations and arguments formulated by the latter, and any

additional enquiry which may be deemed opportune.

The Board of Directors – if the violation was committed by one of its members – or the Board of Auditors

– if the violation was committed by one of its members – based on the elements acquired determines

the disciplinary measure deemed applicable, stating the grounds for dissenting with the proposal of the

Supervisory Body, if applicable.

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Should the disciplinary measure applicable consist in a reduction of the emoluments or in the revocation

of the assignment, the President of the Board of Directors promptly calls the Meeting of the

Shareholders to take the relative resolutions.

4.5 Measures applicable to the other parties held to comply with the Model

The other parties indicated in paragraph 2.2 above, other than those defined in points 4.1, 4.2, and 4.3,

may be held to comply with the Model or some parts thereof by virtue of the function carried out, or with

regard to the corporate structure and organization of the Company. The following may be included

within such category:

Anyone who works with TEPIT not subject to an employment contract (i.e., consultants,

collaborators, temporary agency workers, etc.);

Attorneys, agents, and proxies, and anyone acting in name and/or on behalf of the Company;

Suppliers, contractors, and partners.

The violation of this Model by the parties listed above, and for the parts applicable thereto, may entail,

respecting the specific contractual provisions adopted and based on the gravity of the violations

committed:

The formal notice to comply with the Model, under penalty of the application of the measure

provided in the contract, or the termination of the contract in place with the Company;

The application of the penalties provided, if any;

The immediate termination of the contract in place with the Company, without payment of any

indemnity.

In case the violation of the Model is committed by temporary agency workers, or within the scope of

tenders for the provision of works or services, the measures shall be applied, once a determination has

been made and in compliance within the terms and in the manner provided under the applicable laws

and regulations, against the temporary work agency or the contractor/supplier.

Within the scope of the relations with the Other Intended User, the Company adds, in the letters of

assignment and/or the agreements signed with said parties, specific clauses providing, in case of

violation of the Model, the application of the measures indicated above.

Should the Supervisory Body find that the Model is violated by any of the persons considered in this

paragraph, said Body transmits to the Managing Director a report containing:

The description of the contested conduct

The indication of the provisions of the Model that are found to have been violated;

Identification data of the person responsible for such violation;

Any documents providing evidence as to the violation and/or other supporting elements;

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A proposal as to the measure deemed most suitable to the case at issue.

Within ten days from acquiring the Supervisory Body’s report, the Chief Executive office or any other

person delegated by the Managing Director for such purpose, sends a written communication to the

party, containing:

The description of the conduct learned and the provisions of the Model being violated;

Notice of the faculty to formulate any written arguments and/or justifications within fifteen days

from receipt of the communication.

Following such counter-arguments, the Managing Director or the person by them specially delegated for

such purpose, pronounces a conclusion as to the determination and concrete application of the

measure.

The Managing Director or the person by them specially delegated for such purpose then sends to the

interested party a written communication containing the indication of the contested conduct and the

provisions of the Model that have been violated, as well as the contractual remedy the Company wishes

to invoke, and subsequently sees to the concrete application of the chosen measure.

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5. THE SUPERVISORY BODY

As noted, the Decree foresees, for the purpose of providing exempting effects under Article 6 thereof,

also the establishment of a Supervisory Body, endowed with autonomous powers of initiative and

control.

5.1 Requirements of the Supervisory Body

In light of the duties which the Decree places upon the Supervisory Body, the latter must possess the

following requirements:

a) Autonomy and Independence

The requirements of autonomy and independence entail that the Supervisory Body is not directly

involved in the management activities that constitute the scope of its supervisory activity, so as to

prevent any bias due to the performance of operating corporate duties, and exclude that its decisions

concerning the supervisory activity entrusted thereto be subject to the review of any of the corporate

functions. It is also necessary for the Supervisory Body to report to the Company’s top management,

represented by the Board of Directors.

b) Professional Skills

For the purpose of the correct and efficient performance of the duties assigned, it is essential for the

Supervisory Body to ensure sufficient professional skills, meaning the collection of the knowledge, the

tools, and the techniques required to carry out the activities assigned to the Body. In this light, it is

particularly important to have both a knowledge of legal matters, and particularly of the structure of and

the manners in which the crimes listed under the Decree may be committed, as well as possessing

adequate competence in matters concerning corporate audits and controls, including, for what concerns

risk analysis and evaluation techniques, the methodologies connected with the flow chart of procedures

to identify the corporate structure’s weak spots, interview techniques, and processing of results.

c) Respectability

For the purpose of meeting the requirements of respectability, the members of the Supervisory Body

must not have been subject to any judgments of conviction issued by a Court of Law, including non-final

judgments, or taken part in any plea bargaining for any of the crimes listed under the Decree, or have

been sentenced to a penalty entailing the disqualification, including temporary, from public offices or the

temporary disqualification from managerial posts with corporations or businesses.

d) Continuity of Action

The Supervisory Body must constantly oversee the workings of the Model, ensuring the continuity of

said oversight.

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TEPIT shall guarantee the compliance of the requirements listed above, classing the Supervisory Body

as a collegial body of members internal and external to the Company, having verifiable experience and

professional competence respecting the areas deemed mostly subject to risk.

The characteristics of the single members of the Body are further detailed and described in the Minutes

of the Meeting of the Board of Directors for approval of the Model and concurrent appointment of the

Supervisory Body.

Furthermore, the meeting of the above characteristics by the Supervisory Body is guaranteed also by

providing the Supervisory Body with an expense fund, as determined by the Board of Directors, from

which the Supervisory Body may draw funds to meet any need functional to the correct performance of

its duties. Therefore, should the correct performance of said duties require the assistance of specific

and additional professional skills, the Supervisory Body may use the assistance of external consultants

appointed by the Supervisory Body at its discretion.

Furthermore, should the Supervisory Body deem it necessary, during the course of its mandate the

Supervisory Body may ask the Board of Directors, by submitting a reasoned written communication, to

be assigned additional human and/or financial resources.

The definition of the aspects pertaining to the manner in which the Supervisory Body is to carry out its

assignment, such as the type of auditing and supervisory activities, the management of the information

flow from and towards the Supervisory Body, the scheduling of activities, the terms for meeting calls and

participation, and the drafting of the minutes thereof are under the responsibility of the Supervisory

Body, who will regulate its internal functioning by issuing a specific set of regulations.

5.2 Ineligibility and Resignation from office

The following constitute reasons for ineligibility as a member of the Supervisory Body:

Disqualification, debarment, or bankruptcy, or, in any case, any criminal conviction (or application

of the judgment on request, pursuant to Article 444 of the Italian Code of Criminal Procedure, so-

called plea bargaining), including if not final, for one of the crimes provided under the Decree, or,

in any case, entailing one of the penalties as per Article 2 of Ministerial Decree No. 162 of 30

March 2000, or any conviction entailing the disqualification, including temporary, from public office

or from holding managerial positions;

The existence of family relations, marriage or equivalent, within the fourth degree of consanguinity

with any of the members of the Board of Directors or the Board of Auditors of the Company, as

well as any person holding equivalent functions within parent and/or subsidiary companies, or with

external parties in charge of auditing;

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Except for any employment agreement in place, the existence of any relation of a financial nature

between the members and the Company or its parent or subsidiary companies, if any, such as to

compromise the independence of the members.

Should, during the course of the appointment any cause of ineligibility arise, the member interested is

under obligation to immediately inform the other members of the Supervisory Body and the Board of

Directors.

The members of the Supervisory Body may resign at any moment from their office, and must inform the

Board of Directors thereof in writing, providing also the motivations that determined such resignation.

5.3 Duration of office, revocation, and forfeiture

The appointment and revocation of the Supervisory Body are under the scope of responsibility of the

Board of Directors. The assignment is conferred for the duration of three years and may be renewed.

The termination of the Supervisory Body’s appointment may be caused by one of the following:

Expiry of the appointment;

Revocation by the Board of Directors of the appointment of the members or the entire Supervisory

Body;

Resignation by all the members of the Supervisory Body, formalized through a communication in

writing, sent to the Board of Directors.

The revocation of the Supervisory Body may be exclusively for just cause, also for the purpose of

guaranteeing the absolute independence thereof.

Just cause for revocation of a member of the Body may indicate the following, without limitation:

The survival of one of the causes of ineligibility provided in the previous paragraph;

A serious illness rendering a member unsuitable to carry out their supervisory functions, or an

illness which, in any case, entails the absence of a period of more than six months;

The violation of the confidentiality obligations to which the members of the Supervisory Body are

subject;

Serious negligence in the performance of the duties connected to the assignment.

Just cause for revocation of the entire Supervisory Body may indicate the following, without limitation:

Serious negligence in the performance of the duties connected to the assignment;

The application of a cautionary measure against the Company, connected with the “omitted or

insufficient supervision” by the Supervisory Body, as provided under Article 6, paragraph 1, letter

d) of the Decree;

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A final sentence of conviction of the Company pursuant to the Decree, or a criminal proceeding

concluded through the so-called “plea bargaining”, where an “omitted or insufficient supervision” is

included in the records of the proceedings.

The revocation for just cause is resolved upon by the Board of Directors, approved by the vote of two

thirds of the presence, after hearing the opinion of the Board of Auditors, from which the Board of

Directors may dissent only by providing a sufficiently reasoned justification.

In case of expiry, revocation, or resignation, the Board of Directors appoints the new Supervisory Body

without delay.

In case of termination of one single member, the latter shall remain in office until they are replaced,

which replacement is made without delay by the Board of Directors. The office of the member thus

appointed expires together with the other members of the Supervisory Body.

5.4 Duties and powers of the Supervisory Body

In compliance with the provisions of Article 6, paragraph I of the Decree, the Supervisory Body is

appointed to oversee:

1. The compliance with the provisions of the Model by its Recipients, as identified in paragraph 2.2.

2. The effectiveness and adequacy of the Model with respect to the Company structure;

3. opportunities for updating, if required by changed legal or company circumstances.

For this purpose, the Supervisory Body is entrusted with the following activities:

verify compliance with the Model and the relative procedures and controls, considering that, in any

case, a primary responsibility of the control is upon the management who operates within the

scope of sensitive processes;

periodically perform, in co-ordination with the Company functions from time to time involved,

verifications designed to ascertain the correct application of the Model. Particularly ensuring that

envisaged procedures and controls are implemented and documented in a compliant manner and

that the ethical principles are respected.

Agree on appropriate corrective actions, should any critical situations be detected;

Promote suitable initiatives for spreading know-how and understanding of the model, providing

also instructions for use, clarifications, and updates, if needed;

Should the Supervisory Body deem that there are sufficient grounds to open disciplinary

procedures, provide the information of which it becomes aware to the Company function in charge

of opening such procedures;

Performs periodic reviews of all company activity in order to update the mapping of “sensitive

processes”, in particular in case of activation of new business activities and corporate processes;

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Constantly verifies the adequacy of the Model in regard to the regulatory provisions, and, in

collaboration with the Company’s functions (including through specific meetings), evaluates the

Model’s accurancy and updating requirements;

In the performance of its activities, the Supervisory Body may:

Issue provisions and service orders aimed at governing the activities of the Supervisory Body as

well as the information flow from and to the Supervisory Body;

Employ the assistance of external consultants, using the financial resources allocated by the

Board of Directors;

Employ, under its direct supervision and responsibility, the assistance of all the structures of the

Company;

Consult with any person holding specific positions within the Company in order to obtain any

information or data deemed necessary to carry out the tasks provided under the Decree and the

Model;

Acquire and process all the information, data, documents, and correspondence regarding the

activities carried out within each single corporate area and deemed necessary towards the

performance of the Body’s activities, in compliance with the applicable laws governing the

processing of personal data;

Carry out any check and inspection, including unannounced, that are deemed necessary for the

purpose of the correct performance of its tasks.

With express regard to the matters connected to the protection of the health and safety in the

workplace, the Supervisory Body shall use all the resources activated by the Company to manage the

relative aspects, including, by way of example, the head and the staff of the prevention and protection

services, the workers’ safety representative, the competent physician, first aid personnel, and the fire

prevention members of staff.

All the corporate functions must cooperate with the Supervisory Body, and, in particular, they must

promptly comply with the requests made by the Body, and make available any documentation, or in any

case, any information necessary to the performance of the supervisory activity.

The Supervisory Body may, in fact, use the collaboration of all the corporate functions to request, for

example, any consultancy on specialized topics, using, based on the type of need, the support of single

representatives or of multifunctional teams if needed.

The corporate functions which, in providing said support, may acquire information deemed confidential,

shall be subject to the same confidentiality obligations to which the members of the Supervisory Body

are subject. In the event in which an assignment is entrusted to external consultants, the agreement in

place with the latter must include clauses to place them under the same confidentiality obligations with

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regard to the information and/or data acquired or in any way learned or received during the course of

the activity

Lastly, in the performance of the tasks assigned, the Supervisory Body must, at all times:

Exhaustively document, including by filing out and keeping dedicated registers, all the activities

carried out, the initiatives and the decisions taken, as well as all the information and reports

received, also for the purpose of ensuring full traceability of the interventions made and the

indications provided to the interested corporate functions;

Record and keep all the documentation created, received, or in any case collected during the

course of its office and relevant for the purpose of the correct performance of the appointment.

5.5 The Rule of Conduct that regulate the activities of the Supervisory Body

The members of the Supervisory Body are expected to scrupulously comply, in addition to the general

rules of conduct and ethical principles issued by TEPIT, with the additional and specific conduct

standards reported below.

They apply to the conduct of the Supervisory Body as well as all the other resources (internal or

external) that provide support to the Body in the performance of its activities.

During the course of its office, the Supervisory Body must:

Ensure the performance of its duties with honesty, objectivity, and accuracy;

Guarantee an honest attitude in the performance of its role, making sure that its action or lack

thereof may lead to a violation of the Model and the ethical principles and rules of conduct therein

contained may be committed or made possible;

Decline any gifts or benefits of other nature from the Company, except for those falling within the

scope of the employment relationship in place with Company, or from any of its employees, clients,

suppliers, or representatives of the Public Authority that have rapports with TEPIT;

Avoid any conduct that may compromise the prestige and professional scope of the Supervisory

Body or of the entire corporate organization;

Report to the President of the Supervisory Body or directly to the Board of Directors any reasons

that may make it impossible or onerous to exercise the activities appointed;

Ensure the utmost confidentiality in the management of the information acquired in the

performance of its activities. The Supervisory Body is in any case forbidden to use any of the

confidential information when it may constitute a violation of privacy laws or any other provision of

law, produce personal advantages of any kind to those who utilize them, or compromise the

professional scope and/or respectability of the Supervisory Body, of other corporate structures, or

any other person, internal or external to the Company;

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Accurately report the results of its activity.

5.6 Information Flows to the Supervisory Body and whistleblowing discipline

The Decree enunciates, among the requirements which must be met by the Model, the institution of

specific information obligations which the Company’s functions have towards the Supervisory Body,

aimed at enabling the Supervisory Body to carry out its supervisory and control duties.

Therefore, member of the Board of Directors, Board of Auditors, Management, Employee, Outsourcer,

Third Party, and Expatriate, is under obligation to convey to the Supervisory Body all the information

deemed useful to facilitate the duty of oversight over the efficacy of the Model, or in any case relative to

events that may generate or have generated violations of the Model, of its general principles, and the

Code of Ethics and code of Conduct, or any other aspect potentially relevant to such end.

By way of example, the Supervisory Body must be informed:

On a regular basis: information, data, news, and documents as identified in the protocols and

procedures provided under this Model;

On an occasional basis: any other information, of any nature whatsoever, pertaining to the

implementation of the Model in the activities subject to the risk of crime, which may be useful for

the purpose of fulfilling the duties of the Supervisory Body, as well as any other information

formally required by the Supervisory Body to each single Company function, in the manners and

within the times specified by the Supervisory Body.

Furthermore, it is mandatory to promptly convey to the Supervisory Body any information concerning:

anomalies, irregularities and violations of the Model detected in the performance of the work

activities included in the in the “areas at risk”;

circumstantial reports of unlawful conduct or violations of the Organizational Model, relevant

pursuant to Legislative Decree 231/2001 and based on precise and concordant facts

measures and/or disclosures originating from judicial police bodies or any other authority, from

which the performance of investigations, including against unkown people for the criminal

offences stated in the Decree.

visits, inspections and assessments undertaken by the competent entities (by way of example:

ASL, INPS, INAIL, Guardia di Finanza etc.) and, once they are concluded, possible findings and

sanctions inflicted

requests for legal assistance made by managers and employers in the event of prosecution for

offences under the Decree;

reports prepared by the heads of Company functions as part of their control activities and which

detail facts, actions, events or omissions not complying with the provisions of the Decree;

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internal reports indicating that persons within the organization may be responsible for the criminal

offences listed in the Decree;

news concerning any disciplinary proceedings and any sanctions imposed (including measures

regarding employees), or measures regarding the closure of these proceedings and reasons

thereof.

The Supervisory Body shall, furthermore, be promptly informed in the event of:

modifications to the composition of the corporate bodies

changes in the Company’s organizational structure

updates to the system of delegation of powers;

participation in the creation of companies and joint venture agreements

The Supervisory Body must report to and inform the Integrity Officer, with regard to any aspects that

may be relevant for the activities within the scope of their competence. The Integrity Officer shall

likewise be required to report to the Supervisory Body.

Please see Section Z of the Special Part for further details on the information flow towards the

Supervisory Body.

In order to improve the information flow towards the Supervisory Body, the Company created a

communication channel, constituted by a dedicated e-mail address, and namely

rometepit.organismodivigilanza@total.com, to which reports may be sent, and is accessible

exclusively to the Supervisory Body.

Alternatively, staff may use the paper form by sending the report to the address of the registered office

of TEPIT, Alla c.a. of the Supervisory Body.

The Supervisory Body evaluates the reports received and may summon, for the purpose of obtaining

further information and when deemed opportune, both the person who made the report, to obtain

additional information, as well as the alleged author of the violation, initiating, furthermore, all the

investigations and enquiries that may be required to ascertain the soundness of the report.

Any information acquired by the Supervisory Body, irrespective of the means by which it was acquired,

shall be treated so as to ensure:

Protection of the confidentiality of the person making the report and of the report made;

That the persons making the report are not subject to any retaliation, disadvantage, or

discrimination;

The protection of the rights of the people against whom there have been reports made in bad faith,

which have subsequently been proven groundless, without prejudice, in this case, to the possibility

of the latter to protect their rights in any competent venue.

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The company has adopted a specific Section of the Special Part dedicated to "Information flows to the

Supervisory Body" to regulate the communications that must be sent to the Supervisory Board, to which

reference should be made.

5.7 Reporting to Corporate Bodies

As to the Supervisory Body’s duty to report to the corporate bodies, the Supervisory Body:

At any time, in the presence of special needs or in the event of urgent matters, reports to the

Managing Director, who makes the opportune determinations;

In any case, submits a written report every six months to the Board of Directors on the activity

carried out during the period and the results thereof, providing also a preview of the general lines

of intervention for the following period.

The reports will provide information on:

The general activity carried out by the Supervisory Body;

Any problems or critical issues that have been observed in the course of the supervisory activity;

Enquiries on conducts not in line with the Model;

Any observed organizational or procedural shortcomings that may reduce or annul the

effectiveness and efficacy of the Model;

The corrective measures, necessary or possible, to be carried out in order to ensure the

effectiveness and efficacy of the Model;

Any lack of or insufficient cooperation by the corporate functions with regard to the Supervisory

Body’s performance of its ascertainment and/or investigation duties;

A copy of the report is sent for information to the Board of Auditors.

The Board of Directors and the Board of Auditors may summon the Supervisory Body at any time, and

the Supervisory Body may summon, through the competent functions or persons, the above bodies for

urgent matters.