Covid – 19 or «Coronavirus» Legal and Fiscal Aspects - A Summary - INDEX Spreading the CODIV – 19 virus. General Aspects 4

The Situation in 6 National Measures 8 Containment Measures 10 Labour Aspects 13 Contractual Aspects 23 Aspects regarding criminal responsibility under Legislative Decree 231/2001 28

Tax Aspects 32 Aspects regarding Public Contracts and Public Safety/Order 39

Criminal Aspects 43 Measures in the agricultural and food industry 45

2 This presentation has been prepared merely to inform and communicate and does not constitute, nor can it be interpreted as a professional opinion on the matters under examination.

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3 Spreading the CODIV – 19 virus

General Aspects The outbreak of the Corona Virus Disease 19 or COVID-19 or Coronavirus epidemic in Italy and the world is causing a series of problems which are not necessarily and exclusively connected with public health issues. The virus has been renamed SARS-CoV-2.

Since business and industrial activities have also been affected by the spreading of the disease, Studio Quorum has decided to prepare a document that can be considered a “first aid kit” with general indications for its Clients on how to face the emergency from a legal prospective, and adopt the necessary conduct to safeguard the business, workers and suppliers.

5 Situation in Italy

Zone 1 (ex RED ZONE) Region : Veneto Region:

• (Lodi) • Vò Euganeo (Padova) • (Lodi) • Castiglion D’Adda (Lodi) • (Lodi) • (Lodi) • (Lodi) • Maleo (Lodi) • (Lodi) • (Lodi) • (Lodi)

6 Situation in Italy

Zone 2 (ex YELLOW ZONE – risk of infection) Regions • Lombardy • Veneto • Emilia Romagna

Provinces • Pesaro Urbino • Savona • Cremona • Bergamo • Lodi • Piacenza

7 National Measures

Decree by the Ministry of Economics and Finance of 24 February 2020 containing «The suspension of the terms to fulfil tax obligations for taxpayers affected by the COVID-19 emergency»

Law Decree of 28 February 2020 containing «Urgent measures for the support of families, workers, businesses and tourism due to the COVID-19 emergency»

Decree by the Prime Minister of 1 March 2020 (“DPCM”) which approves and extends certain measures that have already been adopted to contain and manage the COVID-19 emergency and introduce certain new provisions to regulate the framework of the measures in a uniform manner and guarantee standardization nationwide to implement the prevention programs.

The decree divides the measures based on the geographical area of reference.

8 Containment Measures DPCM 1 March 2020 (art. 1) ZONE 1 Bertonico (Lodi), Casalpusterlengo (Lodi), Castiglion D’Adda (Lodi), Castelgerundo (Lodi), Codogno (Lodi), Fombio (Lodi). Maleo (Lodi), San Fiorano (Lodi), Somaglia (Lodi), Terranova dei Passerini (Lodi), Vò (PD)

FROM 1 MARCH TO 8 MARCH NOTWITHSTANDING EXTENSIONS ▪ Ban on leaving the affected Municipality ▪ Ban on entering the affected Municipality ▪ Suspension of events, initiatives, any form or type of competition in public or private areas ▪ Suspension of schooling services at nursery school and all other orders and levels of school, including universities, except for remote training/teaching activities ▪ Suspension of education trips, cultural exchanges or twinning, guided tours and cultural outings until 15 March 2020 ▪ Suspension of services open to the public (museums or other cultural areas) ▪ Suspension of activities in public offices, except for essential public utilities ▪ Suspension of planned or current public competitions ▪ Closure of business activities excluding public utilities and essential public services ▪ Suspension of work activities for undertakings, excluding essential services and public utilities ▪ Suspension of work activities for workers who reside or live in the affected municipality or area, even if they work outside the affected Municipality or area ▪ Limitation of transport services ▪ Reducing opening hours of courts and tribunals also in the districts of the Court of Appeal of the affected Municipalities until 15 March 2020. 9 Containment Measures DPCM 1 March 2020 (art. 2, paragraph 1)

ZONE 2 (Emilia-Romagna, Lombardy, Veneto and the provinces of Pesaro, Urbino and Savona)

FROM 1 MARCH TO 8 MARCH NOTWITHSTANDING EXTENSIONS ▪ Suspension of events, initiatives, any form or type of competition in public or private areas ▪ Suspension of planned or current public competitions ▪ Limited access to museums or other cultural areas ▪ Distribution/Service of food and beverages only permitted when seated and in keeping with the minimum distance of tolerance (at least 1 meter between people) ▪ Opening of various business activities serving/distributing food and beverages, with limited access and avoiding all forms of gatherings and crowds ▪ Suspension of schooling services at nursery school and all other orders and levels of school, including universities, except for remote training/teaching activities

10 Containment Measures DPCM 1 March 2020 (art. 2, paragraphs 2 and 3)

FROM 1 MARCH TO 8 MARCH NOTWITHSTANDING EXTENSIONS Provinces of Bergamo, Cremona, Lodi and Piacenza In addition to the provisions of art. 2 paragraph 1, only in the provinces of Bergamo, Cremona, Lodi and Piacenza, the following limits also apply: ▪ Closure of medium and large shops and stores as well as businesses inside shopping malls and markets on Saturdays and Sundays, excluding chemists, drugstores and food stores;

Lombardy Region and the province of Piacenza In addition to the provisions of art. 2 paragraph 1 and 2, only in Lombardy Region and the province of Piacenza, the following limits also apply: ▪ Suspension of the following activities ❑ gyms; ❑ Sport centres; ❑ Swimming pools; ❑ Wellness centres; ❑ Spas (except for those which offer services considered as essential); ❑ Cultural centres; ❑ Community centres; ❑ Recreational centres.

11 Nationwide Containment Measures DPCM 1 March 2020 (art. 3)

FROM 1 MARCH TO 8 MARCH NOTWITHSTANDING EXTENSIONS

▪ For public transport companies (including long distance transport), the obligation to sanitize the vehicles;

▪ Public competitions and exams (if they have not been suspended or postponed) may take place as long as certain measures have been adopted which ensure that the safety distances are complied with and any contact between the candidates is reduced to a minimum

▪ Anyone entering Italy from 16.02.2020 after trips to areas at risk or that has travelled through/stayed over in the Municipalities in the Red Zone is obliged to inform the relative Department of Public Health for the area, as well as his/her family doctor.

12 Labour Aspects Measures to manage the emergency

Law Decree of 28 February 2020 ➢ Measures to contain the negative effects of the Covid - 19 virus on the social, economic and business fabric nationwide

DPCM 1 March 2020 ➢ Implementation and extension of certain urgent containment measures and management of the COVID-19 epidemic emergency under Law Decree no. 6/2020, DPMC no. 45/2020 and DPCM no. 47/2020, introducing new measures to regulate the framework of the actions in a uniform manner to guarantee standardization nationwide to implement the prevention programs.

14 The provisions of the Regulations of the Regions have been Confirmed :

EMILIA ROMAGNA

FRIULI VENEZIA GIULIA

LOMBARDY FROM 23 FEBRUARY 2020

PIEMONTE

VENETO

LIGURIA FROM 24 FEBRUARY 2020

LAZIO FROM 26 FEBRUARY 2020

15 MEASURES TO SUPPORT BUSINESSES AND EMPLOYEES

(Law Decree of 28 February 2020)

• Art. 5 – Suspension of the terms for the payment of social welfare contributions and mandatory insurance premiums

In the Municipalities of the so-called «Red Zones» pursuant to Annex 1) of the DPCM of 23 February 2020, the terms for the obligations and payments of the social welfare contributions and mandatory insurance premiums due in the period from 23 February 2020 to 30 April 2020 have been suspended. No reference is made to the reimbursement of social welfare contributions and mandatory insurance premiums paid so far. The fulfilments and payment of social welfare contributions and mandatory insurance premiums suspended under this art. 5 shall be due from 1 May 2020, also in instalments up to a maximum of 5 monthly instalments in equal amounts, without the application of sanctions and interest.

16 MEASURES TO SUPPORT BUSINESSES AND EMPLOYEES

( Law Decree of 28 February 2020)

• Art. 9 – CIGO and ORDINARY REDUNDANCY PAY Employers who file a request for Earnings Supplement Fund (CIGO) or ordinary redundancy The request must pay for the suspension or reduction of working activities for production units located in the be filed before Municipalities of the red zone are exempted from: a) communicating and consulting with the end of the IV the trade unions in relation to the causes for the suspension or reduction of the working month from the hours, the foreseeable entity and duration of the suspension or reduction and the number of start of the workers involved; b) the need for agreement to the ordinary redundancy pay; c) from the suspension or terms of the proceeding for admission to the ordinary redundancy pay reduction of the working activity The same conditions also apply to employers of production units located outside the which cannot Municipalities of the red zone whose workers reside or live in the aforesaid Municipalities exceed three and are unable to work. months

The workers must The ordinary redundancy pay is also granted to employees whose employers are registered be employed by with the wage guarantee fund (Fondo di Integrazione Salariale - FIS) who normally employ the employers more than 5 employees requesting the service as at 23 ❖ Introduced simplified procedures to file the «CIGO» or ordinary redundancy pay request February 2020.

17 MEASURES TO SUPPORT BUSINESSES AND EMPLOYEES

(Law Decree of 28 February 2020)

• Art. 10 – WAGE SUPPLEMENT FUND FOR BUSINESSES ALREADY USING THE In any case the EXTRAORDINARY REDUNDANCY FUND (CIGS) period may not exceed three Subject to the adoption by the Labour Ministry of a decree interrupting the effects of months the CIGS, businesses located in the Municipalities in the red zone which were already + The concession is using the extraordinary redundancy fund (CIGS) when Law Decree no. 6 of 23 subject to the February 2020 entered into force, may file a request for the Earnings Supplement Fund interruption of the (CIGO). effects of the extraordinary redundancy fund (CIGS) previously approved

18 These measures apply in the absence of the MEASURES TO SUPPORT protection provided by the laws in force on the suspension or reduction BUSINESSES AND EMPLOYEES of the working hours for ongoing employment (Law Decree of 28 February 2020) relationships + Limited to workers who • Art. 11 – EXCEPTIONAL WAGES GUARANTEE FUND (CASSA INTEGRAZIONE IN are employed as at 23 February 2020 DEROGA) + Employers of the private sector (excluding the domestic one, but including the Approved with a decree issued by the affected agricultural sector) with production units in the Municipalities of the red zone, as well Regions to be transmitted those employers whose registered offices or production or operational units are in the electronically to the National Social Security aforesaid Municipalities, may file for exception wages guarantee fund (Cassa Institute (INPS) within 48 Integrazione in deroga), for the duration of the suspension of the working relationship hours from the adoption for a maximum period of three months. Workers are guaranteed a notional contribution and relative additional costs.

Granted by the • Art. 12 – INDEMNITY FOR SELF-EMPLOYED WORKERS AND FREE-LANCE WORKERS affected Region with a Term contract workers, agents and representatives as well as self-employed and free- decree to be transmitted lance workers including business owners, with a general mandatory insurance cover electronically to the and all exclusive forms or replacements of the same, as well as the separate national National Social insurance and pension schemes (pursuant to article 2, paragraph 26 of Law no. 335 of Security Institute (INPS) within 48 hours from 8 August 1995) who work in the Municipalities of the red zone or who reside or live in the adoption the same have been given a monthly indemnity of 500 € for a maximum of 3 months + and calculated in relation to the actual period of suspension of the working activity. Does not form part of the income

19 STAFF MANAGEMENT

If the working activity is able to continue: • Agile work, in the form of Teleworking or Smart Working • Flexible hours • Personal Protective Equipment(masks, disinfectants, sanitizers, etc.) • Reduce travelling and business trips to a minimum

If the working activity is unable to continue: • Remunerated leave • Holidays • Leave of absence • Access to the redundancy fund

20 FURTHER MEASURES TO SUPPORT BUSINESSES AND EMPLOYEES

DPCM 1 March 2020

Art. 1, paragraph 1, letters L and M - (Urgent measures to contain infection in the municipalities of the red zone): l) Suspension of the working activities for undertakings and companies, excluding those that provide essential public services and utilities, including vets, as well as those jobs which can be performed from home or remotely. Together with the competent authorities, the prefecture may identify specific measures to guarantee the necessary activities relating to livestock and the production of foodstuff as well as to activities which cannot be postponed as they are connected with the biological cycle of plants and animals; m) Suspension of the working activities of workers who reside or live in the municipality or affected area, even if they work outside one of the Municipalities indicated in annex 1 (red zone).

The provisions of letter m) do not apply to staff of the health sector and to the police, firemen, or armed forces, in performing their duties.

Art. 2, paragraph 1, letter L – Urgent measures to contain infection applied in the Regions of Emilia-Romagna, Lombardy and Veneto, as well as the provinces of Pesaro Urbino and Savona l) Suspension of ordinary leave of absence for staff of the health and technical sectors as well as workers who operate in the crisis units at regional level.

21 AGILE WORK

DPCM 1 March 2020

Art. 4, paragraph 1, letter A – Other measures nationwide The following measures apply nationwide: a) Agile work regulated by articles 18 to 23 of Law no. 81 dated 22 May 2017 may be applied for the duration of the state of emergency declared by the Government on 31 January 2020, by employers to all employee relationships in compliance with the principles dictated by the aforementioned provisions, also in the absence of the relative individual agreements. The communication requirements pursuant to article 22 of Law no. 81 of 22 May 2017 are fulfilled in electronic form also using the documentation available on the website of the national Institute for Insurance against Accidents at Work (INAIL).

22 Contractual Aspects Concept of Force Majeur

The outbreak of the Coronavirus and the subsequent restrictive measures adopted by the competent authorities may have import consequences for the execution of contractual performance.

In this context, from a legal point of view, the concept of «Force Majeur» becomes extremely relevant.

Force Majeur is the so-called “vis maior cui resisti non potest”, that is, an external force that determines the fulfilment/omission of an action which occurs (for example, earthquakes, hurricanes, wars, riots, etc.).

The concept of Force Majeur is expressly provided for by Italian law only in relation to criminal aspects (pursuant to art. 45 of the Italian Criminal Code «Any unforeseeable action or force majeur event is not punishable»). On the other hand, in civil law there is no general regulation which disciplines the matter under examination in relation to any legal relationship.

Caselaw maintains that Force Majeur as an extraordinary and unforeseeable event of such force that it «funnels» the conduct of the obligor as said obligor is objectively unable to perform a positive or negative action in relation to the obligation that he/she has undertaken.

24 Agreements disciplined by Italian Law If the agreement is discipline by Italian law, an event which is considered a Force Majeur event could constitute a type of exemption in terms responsibility for the subject that was unable to perform, all or part, or in a timely manner, his/her service due to the occurrence o an external motive/force majeur event.

In this way, in those States where the Coronavirus has had a greater impact both objectively (for the number of people infected by the COVID-19) or subsequently, due to the restrictive measures imposed by the competent Authorities, the Force Majeur event may provide a motive which determines an exemption of responsibility in case of omitted, inexact or late fulfilment of the contractual provisions which cannot be fulfilled either partially or temporarily for said motive.

It is not an automatic consequence, but depends on a case by case evaluation of the existence of the requisites indicated above, with reference to specific provisions to be fulfilled (e.g. a Force Majeur event may arise due to the Coronavirus in relation to the supply of goods by an Italian company located in the so-called Red Zone where it is, objectively probable that production is inhibited/suspended/slowed down due to the restrictive measures imposed by the Authorities. While the same event will have no relevance for a company located in Italy, in an area where there has not been a serious outbreak of Coronavirus and, therefore, no excessively restrictive measures have been adopted by the competent Authorities).

It is always necessary to check the contractual provisions and the existence of an understanding between the parties which regulates this contingency (as often happens) providing for specific consequences.

In general, a breach by the supplier does not constitute a force majeur event, especially if the supplier may simply be replaced.

A Force Majeur event may have a suspensive effect on (and not necessarily terminate) the agreements which provide for ongoing provisions/services and/or with non essential terms.

25 MEASURES TO BE ADOPTED

In any event, for those companies that have ongoing dealings which are affected by the consequences of the Coronavirus, we suggest adopting the following:

➢ Promptly send written communications to suppliers/buyers of goods and/or services, to provide or receive information regarding the contractual provisions and the effects of the epidemic on the same;

➢ Request or propose alternative proactive solutions to avoid a breach;

➢ Check the presence of conditions to go ahead with the termination of the contract or for a consensual early termination of the relationship with or without additional consequences;

➢ Take the necessary actions (e.g. look for alternate channels) to minimize the risks and/or damages.

If the contractual relationship is regulated by foreign laws, it will also be necessary to check said laws to ascertain the legal consequences connected with the non-performance of the contract.

26 GOVERNMENT MEASURES Tourism and Transport

The Government has introduced the right to obtain a reimbursement or a voucher for anyone who has purchased, also through the travel agencies, any type of trips or tourist package, but has been unable to use said services since:

«In contracts with a) Subject to quarantine with active supervision or self-imposed home care with active consideration, the supervision by the competent health authorities; party that has been released due b) Residents or addressees of the order forbidding people from leaving the areas affected by to the impossibility the outbreak; of service due, cannot request a c) Positive to the COVID-19 virus and subjected to quarantine with active supervision or to counter- self-imposed home care with active supervision by the health authorities or hospitalized in performance, and healthcare facilities; must return what it has already d) Planned trips where the departure or place of were in the areas affected by the outbreak received identified by the Government; according to the regulations of e) Public competitions, exams or public selection procedures, any type of gathering or reimbursement» initiative, events or other form of meetings in public or private places, including cultural events, leisure, sporting and religious, even if they occur in closed public areas have been cancelled, suspended or postponed by the competent authorities;

f) The landing, mooring or arrival given the COVID-19 epidemic emergency in/from foreign States.

27 Aspects regarding criminal responsibility under Legislative Decree no. 231/2001 CRIMINAL RESPONSIBILITY OF ENTITIES

Art. 2087 of the Italian Civil Code provides that: In the running of his/her business, the business man is obliged to adopt measures that, depending on the type of work, experience and technique involved, are necessary to safeguard the physical and moral integrity of the service providers in the areas affected by the Coronavirus.

Art. 25-septies, of Legislative Decree no. 231/2001 has inserted manslaughter (art. 589 of the Italian Criminal Code) and negligent bodily harm (art. 590 of the Italian Criminal Code) among those crimes, that give rise to the criminal liability of companies and entities (the so-called preconditions) resulting from a violation of the regulations protecting health and safety in the workplace.

The omitted adoption of devices and measures which protect the employees’ health in the presence of an outbreak could expose the entity or company to the liability provided by the aforementioned decree. The obligation to safeguard the safety of workers also extends to workers on secondment in Italy and abroad.

The application of Legislative Decree no. 231/2001 is based on the criterion of the «indirect economic benefit» which consists of the savings on the costs that the Entity obtained in omitting to adopt the safety measures required by the law on the prevention of accidents in the workplace.

The sanctions could be economic or restrictive including the possibility of winding up the liable entity.

29 REVISION OF THE PREVENTIVE MEASURES

In order to avoid any further risk of sanctions, the entities and companies (especially those located in the regions with outbreaks of the COVID-19 virus), will have to adopt significant measures to safeguard the health of their employees, first of all, revising the preventive measures and preparing a Risk Assessment Document which takes into account biological risks.

A revision of the preventive measures given the current situation is a given duty to avoid the risk that the company may possibly be considered responsible pursuant to and for the effects of Legislative Decree no. 231/2001.

A formal update of the risk assessment document is not enough! We need concrete measures to raise the safety level of the company.

It is fundamental to assess all employee movements, limiting or suspending those towards the areas at risk and increasing the use of digital instruments which allow you to organize work meetings without the need for a physical presence.

It is also appropriate to introduce mechanisms which are able to register and evaluate the entry of certain subjects (suppliers, consultants and clients) always in compliance with the privacy laws and regulations.

30 MEASURES TO BE ADOPTED

If the company or undertaking operates in the red zone: • Close branches or offices • Cancel trips to other areas

If the working activity is in other areas: • Suspend all classroom training courses • Limit staff meetings • Limit access to suppliers or external promoters • Step up cleaning activities • Adopt a Risk Assessment Document to evaluate the biological risk • Suspend all business trips of employees especially to areas at risk • Distribute Personal Protective Equipment to the staff

31 Tax Aspects Urgent Tax Aspects for persons who reside or have offices in the Red Zones

The Decree of the Ministry of the Economy and Finance dated 24 February 2020 (Government Gazette n.48 of 26-2-2020) suspends the terms for the fulfilment of tax obligations by persons who reside or have offices in the Municipalities listed in the Decree of the Prime Minister, regarding the urgent containment measures and management of the Covid-19 virus, (the so-called red zone):

(i) The suspension of the terms for tax payments and fulfilments, including those deriving from payment notices issued by the tax authorities, as well as in relation to those deeds provided by art. 29 of Law Decree no. 78 of 31 May 2010, whose deadline is between 21 February 2020 and 31 March 2020. (As an example, but not limited thereto: the LIPE IV quarter 2019 communications, Intrastat forms for January, VAT payments whose deadline falls within the aforesaid period, etc.);

(ii) The suspension for the withholding agent with registered or operative offices in the aforementioned areas, from paying the withholding tax for the aforesaid period indicated in the emergency measures.

The decree provides that the taxpayers who benefit from the suspension shall make said payments in a single instalment which shall be due by the month following the period of suspension (i.e. by 30 April 2020).

33 Further Tax Provisions: Law Decree no. 28 February 2020

Given the ongoing situation of emergency due to the COVID-19 virus, the Government has approved a law decree which introduces urgent measures to support families, workers and businesses.

In particular, in relation to the tax aspects, the aforesaid legal provision introduces a remodulation of the tax deadlines and payment obligations examined hereinbelow.

The purpose of said measures is to meet operators halfway in resolving the needs that have arisen as a result of the «COVID-2019» emergency and include, among others:

❑ Postponing the deadline for delivery of the «single certifications» to the taxpayers and subsequent transmission by the withholding agents to the Tax Authorities, set for 31 March 2020;

❑ In the same way, the deadline for the «pre-completed» tax return has also been moved and set for 5 May 2020.

34 Postponement and Suspension of Payments

Measures regarding the postponement of payment deadlines:

❑ Suspension of the terms for payments due in the period between 21 February to 30 April 2020 deriving from tax demands issued by the collection agents, as well as from the payment notices issued by the social and insurance institutes whose new deadline is 31 May (payments shall be due in a single instalments);

❑ In the period from 21 February to 30 April 2020, enforceable assessment notices issued by the Customs authorities and the monopolies as well as new enforceable notices issued by the local Authorities both for tax and asset income shall be suspended;

❑ Postponed to 31 May 2020 (deferred to 1 June 2020, since 31 May is a Sunday) of the payment deadline of 28 February 2020 regarding the so-called “rottamazione-ter” (Third tax collection settlement procedure) as well as the one of the 31 March 2020 regarding the so-called “saldo e stralcio” (full payment).

35 Postponement and Suspension of the Payment of Mandatory Social Welfare and Insurance Contributions

In relation to social welfare contributions and mandatory insurance premiums due, the following measures have been provided:

❑ The suspension of the deadlines for the payment of social welfare contributions and mandatory insurance premiums as well as the relative «fulfilments» due in the period from 23 February 2020 to 30 April 2020; the persons affected by the suspension may execute all payments and fulfilments from 1 May 2020 also with instalments for a maximum number of 5 monthly instalments of equal amounts. No sanctions or interest will be applied.

❑ The terms for the payment of «Chamber of Commerce fees» have been suspended until 30 April 2020; the «suspended» payments will be due at the end of the suspension period in a single instalment by the month following the end of the suspension period.

36 Subjects Affected by the Measures

In confirming the previous scope of application of the special measures, i.e., for those who reside or have offices in the Municipalities indicated in the Decree of the Prime Minister (the so-called «red zone»), it has been highlighted that certain subjects who reside outside the so- called «red zone», could also be affected by the measures under examination.

In fact, it has been decided that the «favourable» measures introduced by Ministerial Decree of 24 February 2020, also apply to professionals, consultants and tax advice centres which have offices or operate in the Municipalities indicated in Annex 1 of the DPCM of 23 February 2020, and therefore, for the payments and fulfilments that said subjects have in relation to companies and clients who do not operate in the so-called «red zone», as well as service providers and partnerships whose partners reside in the municipalities indicated in the aforesaid annex and represent at least 50 percent of the corporate capital.

Hence the possibility for persons who reside or have offices outside the so-called «red zone» but use brokers located in the red zone and who can benefit from the suspension of the deadlines provided by the Decree by the Ministry of Economy and Finance of 24 February.

37 Measures to Support the Hotel Industry and Tourism

Given the specific situation of the entire sector, measures supporting tourist facilities, travel agents as well as tourism and tour operators who reside in Italy, but do not have offices in the so-called «red zone» which are covered by the measures discussed previously) have also been provided.

For these subjects, the following have been suspended until 31 March 2020:

❑ The terms for the payment of withholding taxes pursuant to articles 23, 24 and 29 of Presidential Decree no. 600/1973, that the aforesaid subjects perform as withholding agents;

❑ The terms for the fulfilment and payment regarding social welfare contributions and mandatory insurance premiums.

The payments will have to be made, without sanctions and interest, in a single instalment before 30 April 2020.

38 Aspects regarding Public Contracts and Public Safety/Order EFFECTS ON PUBLIC CONTRACTS

The measures adopted to contain and manage the emergency due to the COVID-19 virus have repercussions that affect, among others, the performance of public contracts since:

➢ The activities that are object of the measures could constitute the performance of a contractual provision, for example, in the case of transport services (art. 1, letter m) of Law Decree no. 6/2020);

➢ The activities that have been suspended or limited could imply the performance of collateral or connected activities, object of the public contracts (for example, cleaning services, private security, etc. or the supply of goods and materials for schools, museums, etc. - letters c), d) and e);

➢ Since the performers of public contracts could be companies/businesses that operate in the affected areas (letter n) or professionals affected by the restrictive or limitative measures (letter b);

➢ The performance of public contracts may imply the activities of workers that reside in the affected areas (letter o).

Therefore, as a result of the enforcement of emergency measures, it may not be possible to perform all or part of the services, object of the public contracts or may delay the performance of the same.

40 Suspending the Performance Should the services, object of the public contracts be partly or totally impossible or if the performance is delayed by the enforcement of emergency measures, without prejudice to the provisions of the individual contracts and of private law regarding the definitive or temporarily impossibility to perform the service (articles 1256 and following and art. 1463 and following of the Italian Civil Code), the Contracting authority may suspend the performance of the contracts (as provided for in art. 107 of the Code on public contracts). ➢ The suspension may be ordered by the contracting authority, specifically by the Construction Manager (director of works or performance) due to «special circumstances which temporarily prevent the works from going ahead smoothly and it is not possible to forecast the execution of the contract» (art. 107, paragraph 1), due to an event of force majeur which is not foreseeable or avoidable by the parties using ordinary diligence (in the matter under reference, the impossibility is determined by an action of the public authority – the so-called factum principis or legal impossibility). ➢ The Construction Manager must draft a report, if possible with the participation of the performer, indicating the motives for the interruption, the state of progress of the works, activities remaining and precautions adopted to allow for the correct management during the stop. In the report, the performer may challenge the suspension, otherwise he must express his reservations in the accounting ledger. The report must be sent to the Tender Manager (RUP) within 5 days. ➢ The suspension must be limited to the time that is strictly necessary and, as soon as the motive has ceased, the Tender Manager may order the works to resume and indicate the new contractual term. ➢ If the term is suspended, none of the parties may be considered as being late or in breach. The performer may not obtain any indemnity nor termination of the contract for breach or inability to perform (except if the impediment becomes definitive, giving rise to the application of civil law provisions and regulations).

41 EFFECTS ON PUBLIC SAFETY PROCEDURES

Among the measures regarding administrative procedures, we would like to point out the thirty-day suspension of the terms to conclude procedures regarding: ➢The issue of any type of authorization by the Ministry of Internal Affairs and the Provincial and Local Authorities for Public Safety. Specifically, the following procedures for authorizations/permits have been suspended: i) Gaming and betting business activities ii) Private security companies and private investigators iii) brokers iv) Issue of arms, munitions and explosives v) Manufacture and commerce of precious objects vi) Registration in registers and lists provided to supervise public entertainment or sporting venues;

➢Filing a request for the first issue and renewal of a residence permit

Therefore, the Legislator has decided to suspend all those procedures that involve the Police in some way to channel the forces of the latter on the containment and management of the COVID-19 emergency.

42 Criminal Aspects Article 650 of the Italian Criminal Code Failure to comply with the measures of the Authorities

Protected Legal Asset: security policy, closely connected with general public order

«Anyone who fails to comply with a measure that has been Perpetrator: the recipient of the measure that has bee legally legally issued by the issued by the authorities. Authorities for reasons of justice or public safety, public order or health shall be punished, if the fact does not constitute a more serious Said person is not only the natural person against whom the offence, with imprisonment of order has been issued, but also the legal representative of the up to three months or a fine of legal entity/company(neither the contents nor the reasoning of € 206» art. 650 of the Italian Criminal Code, allow the interpretation of the law as being applicable only to natural persons).

Misconduct: the violation of a specific measure, adopted for motives of public interest to safeguard justice, safety, public order and health. 44 Measures for the agricultural and food industry Revolving Fund for Businesses

The Government has established a revolving fund for agricultural and food farming companies which have suffered direct and indirect damages by the outbreak of the Coronavirus.

These companies may obtain loans at zero interest, for a period which does not exceed 15 years, extinguish their debts with the banks existing as at 31 January 2020.

Within 30 days, the Ministry of Agriculture will have to adopt a set of rules containing the criteria and the modalities to access the revolving fund.

46 Incorrect Commercial Practices

The Government has decreed that: subjecting the purchase of agricultural food products to certifications referred to the COVID-19 virus which are not mandatory nor indicated in the supply agreements for the delivery of products on a regular base prior to such agreements, constitutes an incorrect commercial practice and is, therefore, forbidden.

The central Inspectorate for quality protection and fraud prevention of agricultural food products of the Ministry of Agriculture has been delegated to watch over and apply the relative sanctions.

Unless the fact constitutes a crime and with the exception of the end user, the contracting party who violates the prohibition is punishable with an administrative fine ranging from Euros 15.000,00 to Euros 60.000,00.

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