PARMALAT

CODE OF ETHICS

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Parmalat, always a life source. The Group’s mission is to supply foods that incorporate the benefits of its ongoing commitment to research and innovation and satisfy the nutritional needs of consumers, increase their wellness and vitality and improve their quality of life. Parmalat partners with its suppliers to develop and deploy technologies that are increasingly efficient, environmentally compatible and safe. In its endeavors, Parmalat strives to:

create value for its shareholders and secure the Company’s long-term growth; contribute to the well-being and professional development of its associates and

suppliers; transfer to the community tools to support innovation and economic and social

progress; while complying fully with the Group’s core values of ethics and transparency.

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This Code of Ethics has been prepared to ensure that the values of the Parmalat Group are clearly defined, to provide a solid foundation for the Group’s corporate culture and to establish standards of behavior for all Group Associates in business transactions and other activities.

Structure of the Code of Ethics and Scope of Implementation The Code of Ethics is divided into four sections:

The Group’s Mission, Principles of Ethics, Rules of Conduct, Implementation Rules.

The Code of Ethics applies to all Parmalat Group companies in Italy and abroad and, consequently it is binding on all Associates. The Group undertakes to request that all parties coming into contact with this Code comply with the principles set forth by this Code for the purpose of pursuing its corporate objectives.

Commitments of the Parmalat Group with regard to the divulgation, implementation and update of the Code of Ethics

Commitments of Group Associates With Regard to the Code of Ethics

The Group undertakes vis-à-vis all those who are involved in the compliance with this Code to: ° Ensure the timely divulgation of the Code

of Ethics by making it available to everyone and carrying out appropriate training programs;

° Review the Code of Ethics and update it on a regular basis in order to make it consistent with shifts in public expectations and changes in environmental and regulatory conditions;

° Develop adequate support tools to provide the clarifications that may be necessary for the interpretation and implementation of the Code of Ethics;

° Adopt an appropriate system of penalties

The Code of Ethics is an integral part of the employment relationship. Consequently, all Associates must undertake to: ° Act and behave in a manner that is

consistent with the provisions of the Code of Ethics;

° Promptly report all material violations of the Code of Ethics;

° Cooperate in defining and complying with the internal procedures adopted to implement the Code of Ethics;

° Consult the appropriate Compliance Officer, or corporate governance body, with regard to those parts of the Code of Ethics that require interpretation or on which Associates need guidance.

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to discourage and punish any violations of the Code of Ethics;

° Adopt adequate procedures for preventing, reporting, investigating and handling any violations of the Code of Ethics;

° Within the confines of statutory requirements, protect the identity and professional reputation of anyone who reports violations of the Code of Ethics;

° Verify on a regular basis that the Code of Ethics is being respected and complied with.

Throughout this Code, the expressions “Parmalat Group,” “Parmalat” or “Group” mean all of the companies included in the Parmalat Group.

Associates means all Group officers and employees, and all those who represent the Group vis-à-vis third parties by means of delegation of specific powers.

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SECTION ONE

Mission

The Parmalat Group is an Italian food group which pursues a multinational strategy that seeks to increase the well-being of consumers throughout the world, create value for its shareholders and serve the communities in which it operates. Parmalat, always a life source. The Group’s mission is to supply foods that incorporate the benefits of its ongoing commitment to research and innovation in order to satisfy the nutritional needs of consumers, increase their wellness and vitality and improve their quality of life. In pursuit of its mission, Parmalat:

1. selects high quality foods; 2. selects foods with intrinsic qualities that provide balanced nutrition; 3. invests in food control technologies; 4. invests in food research and innovation.

It is an established fact that milk (and dairy products) and fruit are foods of high nutritional value and that they play an essential role in everyone’s daily diet. Parmalat’s job is to make them available to all consumers, not only by preserving their quality and nutritional value, but also by integrating them with functional supplements that increase general wellness and vitality. Parmalat was the first Group in Italy to use the UHT method, which enabled it to make milk available to everyone without compromising its nutritional value. Parmalat understands that milk is a life source and, therefore, that it must be improved and enhanced by using the latest technologies and steadily searching for ways to make it safer and more nutritious. Parmalat’s research organization has developed a gentler UHT treatment system called the Premium Nature Method, which delivers the same hygienic advantages as conventional UHT treatment but improves milk flavor significantly. In addition, while Parmalat has already reached the pinnacle of milk quality with its Blu Premium product and a technology that allows the microfiltration of pasteurized milk, it is enriching milk with such wellness-enhancing supplements as zinc and selenium (Calcium plus), fatty acids, Omega 3 (Omega 3 milk) and edible fiber (Fibresse milk), and making milk easy to digest, even for people who are unable to enjoy it due to food intolerances (Zymil milk). Parmalat has been a forerunner in the production of probiotic foods, adding beneficial probiotic fermenting enzymes, fibers and vitamins to yogurt. Parmalat’s Santal juices contain 100% fruit, which makes them healthy beverages suitable for all tastes and occasions. Parmalat is able to deliver these benefits by: using its Quality Assurance system to

o select quality foods through procurement systems that ensure the traceability of raw materials and production processes;

o ensure compliance with stringent hygienic standards, monitoring their enforcement to protect the health of consumers;

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o ensure the quality of the entire product spectrum through support activities, the development of technical tools (prevention manuals, analyses) and the use of effective practices to prevent health risks;

o ensure the quality of containers and packaging materials, defining material specifications and conditions;

o constantly evaluating the quality of Parmalat’s products vis-à-vis that of competing products;

using its research and development resources to

o analyze and study the nutritional value of Parmalat products, with the goal of defining strict quality standards;

o study and develop innovative projects to enrich Parmalat’s products with nutritional supplements that promote wellness and vitality;

o develop innovative projects in order to create products that meet the needs of consumers who have food intolerances;

o cooperate with major universities on research projects that may lead to improvements in health and nutrition;

o publish Alimentazione e Benessere, a quarterly magazine about food and wellness that is mailed free of charge to 75,000 doctors in Italy.

In the pursuit of its mission, Parmalat adheres to the principle of corporate social responsibility. For Parmalat, being socially responsible means more than just complying fully with all applicable statutory requirements. It also means investing “more” in its human resources, the environment and its relationship with all stakeholders. The experience gained from investing in new technologies and environmentally responsible sales practices has shown that when companies go beyond minimum statutory requirements their competitiveness increases. The adoption of social standards that go beyond basic statutory obligations in such areas as training, working conditions and relationships between management and employees can have a direct impact on productivity. Pursuing higher standards opens an avenue for managing change and reconciling social development with greater competitiveness.

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SECTION TWO

PRINCIPLES OF ETHICS

The Parmalat Group pursues its mission in accordance with the following Principles of Ethics: A. Ethics in Business Conduct and Corporate Activities; B. Ethics in Employment and Protection and Empowerment of Associates; C. Ethics in Achieving Sustainable Development and Behaving Responsibly Toward the

Community

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A. Ethics In Business Conduct and Corporate Activities

Lawfulness – All Associates are required to comply with the laws and regulations in force in the countries where they operate, as well as with this Code and internal company regulations, which they shall apply honestly and fairly. Integrity – In its relationships with outsiders, the Group is committed to acting fairly and transparently. It will not disseminate deceptive information, nor condone behavior designed to take direct or indirect advantage of the weakness or ignorance of others. While the Group strives to maximize its operating and financial results, it is also committed to dealing fairly with business counterparts, establishing lasting relationships with customers and suppliers and giving its Associates adequate recognition for their contribution. Loyalty – Relationships with outsiders, between the Group and its Associates, and among Associates must be characterized by the utmost loyalty, which means keeping one’s word, delivering on promises and stipulations, acting responsibly in safeguarding and enhancing the value of corporate assets, and acting in good faith in all activities and decisions. Transparency – All actions of the Parmalat Group and its relationships with stakeholders and shareholders must be guided by the commitment to act fairly and to provide complete, consistent and timely information, as required by law and best market practices, subject to the obligation of protecting the Group’s knowhow and other assets. Respect for the dignity of individuals – Parmalat respects the fundamental rights of individuals, protects their moral integrity and guarantees equal opportunities for all. Discriminatory behavior based on political opinion, labor union activity, religion, race, nationality, age, sex, sexual orientation, health and any other personal human characteristic is not permitted in any relationship inside or outside the Group. The Group will work to ensure that the rights set forth in the Universal Declaration of Human Rights be guaranteed in the various countries in which it operates. Child Protection – Parmalat is aware of the importance of using advertising media with discretion. Accordingly, it encourages the adoption of highly responsible standards in advertising and promoting its products. More specifically, in developing promotional campaigns and advertising material in general that address children, Parmalat is committed to: ° refraining from undermining the authority of parents, their role or their judgment; ° refraining from depicting children in dangerous situations or presenting dangerous

situations to children or encouraging children to accept invitations from strangers; ° refraining from depicting human beings in pain or in situations of insecurity.

B. Ethics in Employment and Protection and Empowerment of Associates

Commitment to improve – The Associates undertake vis-à-vis Parmalat that they will work to the best of their professional ability and that they will use the tools provided by the Company to continuously improve their skills. Confidentiality – The Associates undertake to treat as confidential any information they gain in connection with their job and, consequently, agree not to divulge it except to the extent that it may be necessary for the purpose of performing their job and to comply with the transparency principle. Communication to outsiders of confidential or price-sensitive information must be carried out under the supervision of the relevant Departments.

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Absence of conflict of interest – The Associates undertake that all business decisions will be made in the interest of the Company. Consequently, they will avoid any situation that, by creating a conflict of interest between personal or family economic activities and the work performed on behalf of the Group, could impair their ability to make independent judgments or choices. Safety, occupational health and work conditions – Parmalat believes that motivated and skilled professionals are the most important strategic asset in its bid to compete successfully and grow its businesses. For this reason, the Group promotes a working environment that protects the mental and physical integrity of individuals; encourages them to be proactive, creative and actively involved; and is conducive to teamwork and assuming responsibility. Equal opportunity – Professional development and the management of the Group’s Associates are based on the principle of equal opportunity. Recognition of personal accomplishments, professional potential and personal skills is the basic criterion for career advancement and compensation increases, based on regular and systematic market benchmarking and carried out with transparent evaluation methods and communication modalities. Professional development – Parmalat pledges to make available to its Associates adequate professional development tools and growth opportunities. Parmalat prohibits and will not tolerate any form of pressure on its employees, including the creation of a hostile work environment, harassment or other forms of abuse. C. Ethics in Achieving Sustainable Development and Behaving Responsibly

Toward the Community

Promotion of Sustainable Development – The Parmalat Group views the protection of the environment as a fundamental value of the community, compatible with corporate growth, of which it is an essential and indispensable driver. The Group is committed to operating in compliance with current laws, using the best available technologies to promote and plan the growth of its operations in a manner that enhances natural resources, preserves the environment for future generations and promotes initiatives that encourage widespread protection of the environment. Responsibility to Host Communities – The Group takes into account the needs of its host communities and contributes to their economic, social and civil development.

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SECTION THREE RULES OF CONDUCT

In addition to the Principles of Ethics presented in Section Two of this Code, the following rules, explained below, should guide the behavior of Associates in the performance of corporate activities and ensure compliance with the Group’s Principles of Ethics. These Rules of Conduct have been structured in light of the parties with whom the Group enters into business transactions and the specific needs of individuals. This Section is divided into the following three chapters: A. Ethics in Managing the Company’s Businesses and Activities B. Ethics in Employment and Protection and Empowerment of Associates C. Ethics in Communications and External Relations Any Associate who becomes aware of a situation that constitutes or has the potential of creating a violation of the Code of Ethics or of statutory provisions is required to immediately inform his/her company’s Compliance Officer or the Compliance Officer of Parmalat S.p.A, as well as his/her direct supervisor. A Compliance Officer is an individual at each Group company to whom the Board of Directors delegates responsibility for handling all issues related to the dissemination and implementation of the Code of Ethics. If a specific party has not been designated for this purpose, the Group company’s Chairman/Chief Executive Officer. serves as Compliance Officer. A. Ethics in Managing the Company’s Businesses and Activities

The Group manages its businesses in accordance with the Principles of Ethics outlined in this Code and requires that its Associates and business partners comply with this approach, irrespective of the significance of individual transactions or market conditions. Relationships with Shareholders Parmalat maintains an ongoing dialog with its shareholder community, with the specific purpose of complying with the laws and regulations that state that each investor or potential investor has the right to receive the same information in making prudent investment decisions, notwithstanding and without prejudice to the rights of third parties.

Parmalat protects and gives preference to the interests of the Company and its shareholders as a group over the narrower interests of individual shareholders or groups of shareholders.

Consequently, Parmalat pledges to:

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o Promptly inform its shareholders and potential shareholders of any action or decision that could have a material impact on their investments. More specifically, Parmalat will guarantee the following:

- Access through its website (www.parmalat.com) to Company press releases, payment notices related to the exercise of the rights inherent in the securities issued by the Company, periodic accounting reports published by the Company and information and documents relating to Shareholders’ and Bondholders’ Meetings;

- Availability of an e-mail address and a toll-free number; o Maintain a corporate governance system that complies with current statutory

requirements and is consistent with the Code of Conduct for Listed Companies, which Parmalat adopted voluntarily, and best international practices;

o Ensure that shareholders have sufficient advanced access to documents prepared for Shareholders’ Meetings;

o Ensure that Directors attend regularly the Company’s Shareholders’ Meetings; o Guarantee the orderly and effective progress of Shareholders’ Meetings, by complying

with the right of each shareholder to request clarifications on any item on the Agenda and express his or her opinion;

o Establish responsive departments specifically devoted to handling shareholder relations.

System of Internal Controls

Parmalat believes that an adequate system of controls, one that enhances the effectiveness and efficiency of the Company’s operations and is fully embraced by the Group’s employees and external partners, is of key importance to the development of its corporate culture. A system of internal control includes all of the tools and processes that are necessary or helpful in the oversight, management and review of the Company’s operations, with the goal of ensuring with reasonable certainty that:

o Company objectives are met; o The Company’s assets are protected; o The behaviors and processes adopted are fully compliant with current laws and are

consistent with Company guidelines; o The Company’s operations are efficient, effective and cost competitive; o All data, including accounting and financial data, that circulate within the Company or

are communicated to outsiders or the financial markets are reliable and accurate; o All corporate information that is not communicated to the public is treated

confidentially. Responsibility for the effectiveness of the system of internal controls rests with the Board of Directors, which establishes the system’s guidelines and regularly reviews its effectiveness and operating performance, relying, if appropriate, on the input of its Internal Controls Committee (appointed together with the Board) and that of the Managing Directors. Each organization within the Group is responsible for the proper functioning of the system of internal controls in those areas over which it has management jurisdiction. In other words, responsibility for this task rests with all Group Associates, within the scope of the work they perform. The Board of Directors appoints the Internal Controls Officers. These Officers are responsible for ensuring line-level control (i.e., all of the control activities carried out by individual operating units or Group companies with regard to those processes for which they have management

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responsibility) and report to the Managing Directors, the Internal Controls Committee and the Board of Statutory Auditors.

In order to ensure the effectiveness of its Internal Controls Committee, Parmalat undertakes to:

o Maintain a corporate governance system that ensures compliance with current statutes and is consistent with the guidelines and standards provided in the Code of Conduct published by the Italian Stock Exchange;

o Monitor the system of internal controls through the following corporate governance body: The Internal Control Committee, which emanates from the Board of Directors;

o Protect the independence of the Internal Auditing Department, the function of which is to identify and minimize risk and to improve the efficiency and effectiveness of the Company’s organization through the ongoing monitoring of existing line-level controls;

o Develop a process to increase awareness and training of Group Associates in this area, with the goal of disseminating an effective internal controls culture throughout the organization.

Transparent Accounting Data The Group is aware of the importance of providing transparent, accurate and complete accounting information and is committed to using a reliable administrative and accounting system that presents the results from operations fairly and provides the tools needed to identify, prevent and manage financial and operating risk as much as possible and prevent fraud against the Group. The accounting records and documents derived from those records must be based on accurate, exhaustive and verifiable information; must reflect the nature of the underlying transactions while complying with external regulatory requirements (applicable laws and accounting principles) and the Company’s internal policies, plans and regulations; and must be accompanied by the supporting documentation needed to carry out independent analyses and audits. The accounting records must be designed to:

o Produce accurate and timely statements of income, balance sheets and statements of cash flow that can be used internally (e.g., planning and control reports, reports prepared at management’s request to analyze specific events, etc.) and outside the Group (e.g., annual reports, prospectuses, etc.);

o Supply the tools needed to identify, prevent and manage, to the extent possible, financial and operating risk and prevent fraud against the Group;

o Allow controls that enable the Company to protect with reasonable assurance the value of its assets and prevent losses.

All Associates are required to work to ensure that the results from operations are presented accurately and in a timely fashion, so that the Company’s administrative and accounting systems can achieve the objectives outlined above. When independent auditors are appointed, they must have unrestricted access to the data, documents and information they need to perform their work. Relationships with Customers

The Parmalat Group strives to meet the highest reasonable expectations of its customers, providing them with top quality foods on competitive terms while complying with the laws that protect competition and free markets.

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In the area of customer relationships, all Parmalat Associates pledge to:

o Follow the internal procedures that regulate transactions with customers, with the goal of developing and maintaining profitable and long-lasting relationships with customers;

o Avoid arbitrary discrimination and refrain from improperly exploiting positions of strength to the detriment of customers;

o Act in accordance with current laws and regulations; o Always comply with the commitments and obligations undertaken toward customers; o When interacting with customers, act in an efficient, cooperative and courteous

manner; o Provide accurate, complete and truthful information in order to allow customers to

make intelligent decisions; o State the truth in advertisements and other communications; o Not disparage competitors; o Ask customers and contractual counterparts to comply with the principles of this Code

and, when so required by Group procedures and include in contracts the express obligation to abide by the principles of this Code;

o Promptly inform their direct supervisor or Compliance Officer of any customer behavior that appears to be in conflict with the Principles of Ethics in this Code.

Relationships with Suppliers Suppliers play a fundamental role in helping the Group improve its overall competitiveness. Consequently, the Group selects the suppliers that are best qualified in terms of quality, innovation, cost, service, reliability and ethics. The Group’s Associates are required to select suppliers on the basis of the Principles of Ethics outlined in this Code. They are encouraged to establish and maintain stable, transparent and collaborative relationships with the Group’s suppliers and always act in the best interests of the Group. More specifically, all Group Associates, but especially those who work in this area, are required to:

o Comply with internal procedures governing the selection of suppliers and the management of relationships with suppliers;

o Refrain from discriminating among suppliers and allow all those who meet the necessary requirements to compete for the award of contracts by developing a pool of competitors based on objective, clearly stated, transparent and documentable criteria;

o Obtain the cooperation of suppliers in the continuous effort to achieve the best available combination of quality, cost and time of delivery;

o Act in accordance with applicable laws and regulations; o Apply the stipulated contract terms; o Maintain a frank and open dialog with suppliers in accordance with best business

practices; o Avoid situations of excessive dependence both for Parmalat and individual suppliers; o Ask suppliers to comply with the principles of this Code and, when so required by

Group procedures, include in contracts the express obligation to abide by the principles of this Code;

o Promptly inform their direct supervisor or Compliance Officer of any supplier behavior that appears to be in conflict with the Principles of Ethics of this Code;

o Parmalat is committed to encouraging the suppliers who are parties to its most important contracts to comply with the Principles of the International Labor

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Organization (ILO) and the Universal Declaration of Human Rights under penalty of contract cancellation if the abovementioned principles are violated.

Relationships with Partners The complexity of business requires, to a constantly growing extent, participation in common initiatives with other parties. This is accomplished by establishing joint ventures with one or more partners or acquiring equity investments in companies with multiple shareholders. In developing these initiatives, all Parmalat Associates are required to comply with the Principles of Ethics in this Code. More specifically, they are required to:

o Establish relationships only with partners or fellow shareholders who have an unblemished reputation, engage only in lawful activities and are guided by Principles of Ethics that are comparable with those in this Code;

o Ascertain that the joint venture or investee company operates in a manner consistent with this Code;

o Make sure that no partner receives treatment that is disproportionately beneficial compared with the contribution provided;

o Ensure that all agreements are transparent and refrain from signing secret covenants or agreements that are contrary to law;

o Maintain frank, open and collaborative relationships with all partners; o Promptly inform their direct supervisor or Compliance Officer of any behavior by an

investee company, joint venture, partner or fellow shareholder that appears to be in conflict with the Principles of Ethics in this Code.

Relationships with Government Officials For the purposes of this Code, “government officials” shall mean entities, representatives, agents, officials, members, employees, consultants and attorneys-in-fact of public functions or services, public agencies, public administrations, and international, national or local public institutions. No Group Associate shall promise or pay sums of money, or promise or deliver consideration in kind or other benefits to government officials on a personal basis with the purpose of promoting or fostering the interests of one or more Group companies, even if the Associate is the target of unlawful pressure. No Group Associate may circumvent these provisions by resorting to assistance or contributions of a different type that, although disguised as sponsorships, assignments, consulting services, advertising services, etc., serve the forbidden purposes described above. Relationships with Representatives of Political Organizations and Special Interest Groups

Representatives of political organizations are individuals who hold institutional positions or posts within political parties or movements. Representatives of special interest groups are individuals who hold institutional positions or posts within such organizations as trade associations, unions, environmental associations, etc.

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Insofar as relationships with these types of individuals are concerned, no Associate shall promise or pay sums of money, promise or deliver consideration in kind or other benefits on a personal basis to promote or foster the interests of one or more Group companies, even if the Associate is the target of unlawful pressure. No Group Associate may circumvent these provisions by resorting to assistance or contributions of a different type that, although disguised as sponsorships, assignments, consulting services, advertising services, etc., serve the forbidden purposes described above. Collaborative relationships of a strictly institutional nature that are intended to carry out such events or activities as studies, research, conventions, seminars, etc. are permissible. Relationships with Competitors The existence of a market based on fair competition is of fundamental importance. Consequently, the Group and its Associates are committed to strict compliance with the laws that protect competition and free markets in any and all jurisdictions and to cooperation with market regulatory authorities. No Associate shall be a party to initiatives or discussions with competitors (by way of non-exhaustive example: agreements on prices or quantities, market allocation, production caps, linking agreements, etc.) that could be construed as violations of the laws that protect competition and free markets. Handling of Confidential Information Confidential information is deemed to mean information about a project, a proposal, an initiative, a negotiation, an understanding, a commitment, an agreement, a fact or an event, even if future or uncertain, affecting the operations of the Parmalat Group and companies related to it that has not been made public and which, if made public, could be prejudicial to the Group or constitute a “material event,” in accordance with Article 114 of the Financial Act and Article 66 of Consob Resolution No. 11971 of May 14, 1999, as amended. Forecasted or actual statutory and consolidated accounting data of the Company and its subsidiaries are also deemed to be confidential until they are made public in communications carried out pursuant to the provisions of law mentioned below and in accordance with the procedures outlined in the abovementioned Consob Resolution. Information regarding a “material event” or forecasted or actual accounting data that could have a significant impact on the price of Parmalat shares is deemed to be “price-sensitive news.” The persons responsible for handling confidential information and disseminating price-sensitive news are designated on each occasion or, for more general issues, through a special organizational communication. Employees of Parmalat and its subsidiaries who in the course of their work become aware of any confidential information are required to refrain from communicating it to others, except for work-related or professional reasons. In their communications with outsiders, they must indicate that the information is confidential and that the outsiders are also bound by an obligation of confidentiality. The circulation within the Company and the transmission to outsiders of documents containing confidential information must be the subject of special care in order to prevent leaks that would damage the Group. In particularly sensitive cases, the person responsible for handling the information may demand that the documents be identified with the stamp “Confidential” and that the copies of each document be numbered.

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The electronic transmission of documents must be protected with appropriate access codes that should be communicated only to individuals who have work-related reasons for accessing the information and whose names are included on a special list. The Directors and Statutory Auditors of Parmalat and its subsidiaries are also bound by confidentiality with regard to the information and documents to which they have access as part of their functions. The disclosure of confidential information can be authorized only by the person responsible for the information. If it is reasonable to assume that the disclosure of confidential information would constitute price-sensitive news, the communication to the public must be made in accordance with the laws and regulations that govern the disclosure of relevant facts in accordance with applicable Company procedures. Once the disclosure of confidential information has been authorized, the resulting price-sensitive news must be disseminated promptly, providing complete and adequate disclosure. No personal communication or interview may be given or published prior to (or, possibly, immediately before or concurrently with) the communication of price-sensitive news to the financial markets and the media in the manner required under current laws and outlined in the previous paragraph. Once a communication has been released to the public, it must be made available to all interested parties through the channels of communication normally used by the Company (communication to institutional investors, posting to the Company website, etc.). Protection of Personal Data Personal data include information of any type concerning individuals, companies, entities or associations that is or can become identifiable, directly or indirectly, by making reference to any other type of information, including a personal identification code.

In the course of its business, Parmalat acquires such information primarily for the purpose of: o Obtaining or providing services; o Assessing business risks; o Identifying potential market niches or segments.

In order to ensure the protection of personal data, Parmalat and its Associates undertakes to handle personal data in a manner consistent with the applicable statutes and, more specifically, in accordance with the following criteria:

o Transparency toward the parties whose data are being used, who have the right to know what type of personal data are being gathered, for what reason and whether the data will be disclosed to others;

o The data handling process must be lawful and fair; o The data handling process must be consistent with stated and pursued objectives,

meaning that personal data may not be used for ancillary purposes without the consent of the interested party (except in cases where no such consent is required by law);

o Personal data cannot be disclosed to third parties without the consent of the interested party (except in cases where no such consent is required by law);

o The quality and accuracy of the data must be guaranteed; o The interested party has the right to review the data and request any necessary

corrections.

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Environment and Safety Parmalat pursues excellence in its operations as it strives to protect the environment and ensure the safety of its employees and the public, with the goal of continuously improving its performance in these areas. To achieve these objectives, Parmalat:

o Pledges to comply with current environmental and safety laws; o Develops and communicates environmental protection and safety action guidelines,

which must be followed by all Group companies; o Promotes the involvement of employees in the process of preventing risks,

safeguarding the environment and protecting their own health and safety and the health and safety of their colleagues and the public.

In order to implement its environmental and safety policies, Parmalat:

o Adopts certified environmental, safety and quality management systems; o Provides continuous training and awareness-raising programs for management and all

Group employees on environmental and safety issues; o Uses prequalified suppliers for safety matters and makes them aware of environmental

and occupational health and safety issues; o Asks Associates and outsiders who enter Company work spaces to avoid subjecting

others to the discomfort of second-hand smoke, in accordance with the guidelines of the World Health Organization and local regulations, it being understood that smoking is not allowed at those locations where it could pose a hazard or is expressly forbidden.

B. Ethics in Employment and Protection and Empowerment of Associates Hiring and Employee Orientation The Group’s hiring practices are consistent with its organizational strategy and satisfy the dual needs of obtaining from the marketplace knowhow and professional skills that are not available inside the Company and adding to its staff young people in which it can invest to ensure its continued growth and development. The search for and selection of eligible employees is the responsibility of the Personnel Department. In conducting this process, the Personnel Department respects the privacy of the applicants and makes hiring decisions that are based solely on objective and transparent criteria, so as to ensure equal opportunity and avoid favoritism or discrimination, while complying with the principles of ethics outlines in Section Two, Chapter A, of this Code. The Group avoids hiring away employees of companies retained to perform mandatory audits, provided information and knowledge thereof is available, if said employees held relevant technical or management positions entailing the attribution or exercise of decision-making powers with a direct or indirect impact on Group companies. Such individuals may not be hired for a period of two years following the expiration of their company’s contract with a Group company or the termination of the employment relationship between the employee and the auditing firm in question. The orientation support provided to new Associates includes a special program designed to help recent graduates.

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All employees are hired under regular employment contracts that comply with the laws in force in the place of hiring. No irregular or off-the-books employment is allowed. Upon hiring and during the orientation period, each employee is provided with accurate information — particularly with regard to the rules that govern his or her employment relationship, the rules and prevention procedures related to occupational safety and health, the Group’s corporate policies, and the provisions of the Group’s Code of Ethics — in order to help the employee become knowledgeable of these matters and accelerate his or her integration into the Group’s life and culture. Professional Development Parmalat understands clearly that cooperation among highly motivated individuals with outstanding professional skills is a strategic factor of fundamental importance. Consequently, it intends to implement a coherent and integrated system for the management and development of its human resources that, all conditions being the same, will offer equal opportunities for advancement and professional development. The central element of the system for the management and development of human resources is the assessment of current and potential competencies among the employees, in terms of a close and coherent correlation with the present and future requirements of the Group’s businesses, and the identification of key positions for strategic development. This assessment process is also a prerequisite for appointment to positions of responsibility within the Group’s organization and is essential for a planned and steady improvement in the professional skills and careers path of Group employees. Parmalat bases the development of its Associates on the assessment of their performance, which is carried out through assessment interviews that can be used to identify areas in which the Associates can improve. The updating and growth of the professional skills of all employees is managed through programs that facilitate internal mobility and provide specific and institutional training. Group executives managers are responsible for making investments in employee training and ensuring their implementation both by becoming personally involved as a trainer in specific in-house programs and by providing a constant reference point in the transfer of knowhow and expertise to the Associates. Compensation The Parmalat Group compensates its Associates ensuring an equitable internal treatment and taking into account competitive market conditions. Compensation is based on their professional competencies, the post held and the results achieved, with the goal of establishing an overall wage and salary structure that is always absolutely competitive when benchmarked continuously and systematically against the reference markets where the Group operates. The definition and updating of compensation levels, which must comply with the Group’s Principles of Ethics and the provisions of statutes and labor contracts in force, is determined with clear and equitable methods and tools, which must be communicated to the Associates on an ongoing basis. The annual compensation of Group Associates consists of a fixed portion, based on the function they perform and the professional competencies they possess, and, for Associates

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with positions of responsibility, a variable portion that is based on the results achieved at the individual or team level and the contribution made toward attaining key Group targets. Based on the importance of the position held and in order to maintain an adequate level of competitiveness with the outside market, the annual compensation may be supplemented with certain Company benefits. Internal Communications The Group views internal communications as an essential structural tool for the effective functioning of corporate processes because it promotes the sharing of values, strategies and objectives by Associates and the exchange of information and expertise. Internal communications are carried out using different tools for different objectives, target audiences and subject matters. These tools include corporate publications, intranet services, conventions, social events, etc. Internal communications are promoted or otherwise coordinated by departments established for this purpose and by Associates performing specific functions. Internal communications are also a primary and direct responsibility of each manager, as part of the proper and ongoing management of his or her interpersonal relationships with his or her Associates. They are carried out by creating opportunities to exchange information, listen to Associates and dialog with them within the framework of individual or group relationships. Conflict of Interest All Associates must ensure that all business decisions are made in the interest of the Group. Consequently, they must avoid any situation that gives rise to a conflict of interest between the economic activities of an Associate or his or her family and the function he or she performs in the Group. Such a conflict of interest could impair the Associate’s independent judgment or choice. If an Associate finds himself or herself in a situation that could constitute or create a conflict of interest, even if just potentially, the Associate must promptly bring it to the attention of his or her direct supervisor, who, following procedures established for this purpose, shall inform the Compliance Officer and ask for a determination on whether there is in fact a conflict and what action should be taken, if any. A non-exhaustive list of examples of situations that could create a conflict of interest is provided below:

o The existence of economic and financial interests (significant share ownership, professional assignments, etc.), directly or through family members, involving customers, suppliers or competitors;

o Performing work, directly or through family members, for customers, suppliers or competitors;

o Accepting cash, gifts or favors of any sort from individuals, companies or entities that are engaged in or plan to establish business relationships with the Parmalat Group;

o Using a position held within the Group or information obtained through working for the Group in a manner that creates a conflict between the Associate’s own interests and those of the Company;

o Buying or selling shares (of Group companies or other companies) based on access, through the course of work, to information that has yet to be made public. In all cases, the negotiation of securities of Group companies by Relevant Persons must always be carried out with the utmost transparency and fairness, in compliance with applicable market disclosure requirements.

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Proper Use of Corporate Assets Each Associate is responsible for protecting the resources placed in his or her care and is required to promptly inform the appropriate Departments of any threats or damaging events that may affect the Group. More specifically, Associates are required to:

o Act diligently to protect corporate assets by adopting a behavior that is responsible and consistent with the operating procedures that govern the use of the Group’s assets;

o Avoid improper use of Group assets, which could damage the assets or reduce their efficiency or otherwise be contrary to the Group’s interests;

o Obtain permission to use an asset off of Group premises.

The growing dependence on information technology makes it necessary to ensure the availability, safety, integrity and maximum efficiency of IT assets. Each Associate is required to:

o Refrain from sending threatening or injurious e-mail messages, using crude language, or expressing comments that are inappropriate or undesirable based on the Group’s Rules of Conduct or that could offend the recipient and/or damage the Group’s image;

o Refrain from sending spam and chain e-mails, both of which can generate sufficient data/information/process traffic on the Group’s online network to significantly reduce the efficiency of the network and have a negative impact on productivity;

o Refrain from visiting websites with indecent or offensive content; o Adhere scrupulously to Group policies regarding corporate safety in order to avoid

damaging the functioning and security of the Group’s information systems; o Refrain from loading borrowed or unauthorized software onto Group systems and from

making unauthorized copies of software licensed for personal, corporate or third-party use.

The use of IT assets for any purpose other than the Group’s business, even inadvertently, can cause serious damage to the Group, affecting its profitability, image, competitiveness, etc. In addition, such improper use could cause the Group to incur serious criminal and administrative penalties and result in the Group taking disciplinary action against the Associates involved. When Associates submit expense reports, only reasonable, verifiable and authorized expenses will be reimbursed, in accordance with the rules set forth in the applicable procedures. Associates must always obtain receipts and must always separate personal from work-related expenses. Gifts It is not permissible to offer, either directly or indirectly, money, gifts or benefits of any sort on a personal basis to managers, officers or other employees of customers, suppliers, government agencies, public institutions or other organizations for the purpose of obtaining undue advantages. Demonstrations of business courtesy, such as small gifts or acts of hospitality, are allowed, provided they are of limited value and are not of a nature that could compromise the integrity and reputation of one of the parties or affect the independent judgment of the recipient.

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In all cases, expenditures of this type must always be approved by the Department designated for this purpose in the Group’s procedures and must be documented adequately. Conversely, Associates may not receive gifts or preferential treatment, unless they are within the normal bounds of courtesy and the value involved is small. If an Associate receives a gift that exceeds these guidelines, the Associate must contact his or her supervisor immediately. The supervisor, in cooperation with the Compliance Officer, will immediately return the gift or dispose of it appropriately and inform the gift giver of Parmalat’s policy in this area. This rule about promised or offered and received gifts also applies in those countries where it is customary to give valuable gifts to business partners. Rules Against Money Laundering The Group and all of its Associates must never be parties to or become involved in transactions that could produce the recycling of revenues from criminal or illegal activities in any shape or form. The Group’s rules against money laundering apply to all jurisdictions in which it operates. C. Ethics in Communications and External Relations Relationships with Public Institutions Parmalat has ongoing relationships with local, regional, national and international institutions in order to put forth its position on issues that are of interest to the Group, assess the impact of legislative and administrative initiatives on its operations and respond to specific inquiries.

Contacts with government officials can be handled only by the Departments established for that purpose and by individuals expressly empowered to do so by Parmalat’s top management.

These contacts must be carried out in a spirit of fairness, transparency and constructive cooperation with public institutions, with the goal of promoting and protecting the Group’s interests. Relationships with Representatives of Political Organizations Parmalat engages in relationships with political organizations only for the purpose of gaining insight into issues that are relevant to the Group and of transparently promoting the positions it supports.

The Group neither finances nor supports political parties or their representatives and takes a strictly neutral stance toward contending political groups during election campaigns or events involving political parties. Contributions in cash and/or in kind are permissible, provided they comply with the applicable laws.

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Relationships with Special Interest Groups Parmalat has relationships with special interest groups (for example, the Italian Federation of Industry, or Confindustria) for the purpose of growing its businesses, establishing mutually beneficial forms of cooperation and advancing its views on issues of common interest.

The presentation of specific Group positions within the framework of such associations requires the approval of top management or the Departments with jurisdiction over such issues. Relationships with the Mass Media All contacts with the news media must be handled by the Departments entitled to carry out such activity.

The Group’s relationships with the mass media are based on respect of the right to information. The information provided to the mass media must be accurate, coordinated and consistent with Group principles and policies; it must respect the laws, rules and practices of personal conduct; and must be furnished in a clear and transparent manner. The dissemination of false information is strictly forbidden. The divulgation of price-sensitive news is governed by the rules provided in the “Handling of confidential information” section of this Code. Institutional Communications Information about Parmalat (company profiles, audiovisual presentations, etc.) must be absolutely transparent and provide only truthful information. When the Group attends conventions, congresses and seminars, produces articles, essays and other publications, or participates in public events, the information provided about the Group’s activities, results, positions and strategies must be divulged in accordance with the rules provided in the “Handling of confidential information” section of this Code, unless such information has already been made public. Sponsorships and Contributions Provided that adequate disclosure is given, Parmalat may contribute to or sponsor initiatives proposed by public or private institutions or by nonprofit organizations established pursuant to law when such initiatives are consistent with the Group’s Principles of Ethics. Sponsorships and contributions can involve social, political, cultural, sports and artistic events and initiatives. They can also serve the purpose of supporting studies, research, conventions and seminars on issues of interest to the Group. Whenever possible, Parmalat cooperates in the preparation of such events and activities to ensure an adequate level of quality. In selecting the initiatives that it intends to support, Parmalat is extremely careful to avoid any potential conflicts of interest both at the personal and Company level.

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SECTION FOUR

IMPLEMENTATION RULES

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Compliance Officer

A Compliance Officer is an individual at each Group company to whom the Board of Directors delegates responsibility for handling all issues related to the dissemination and implementation of the Code of Ethics. If a specific party has not been designated for this purpose, the Group company’s Chairman/Managing Directors serves as Compliance Officer. Parmalat’s Compliance Officer is its Audit and Ethics Committee, the members of which are the Company’s Chairman, its Chief Executive Officer and the Internal Control Officer. The Compliance Officer relies on the Internal Control Systems Department to investigate operating procedures and to report and correct violations. The tasks of a Compliance Officer are to:

o Define the operational procedures for reporting and correcting violations. These procedures must make adequate allowance for confidentiality and must regulate ethical issues in a way to ensures the general fairness of the process and avoids the reporting of insignificant violations or violations that are not supported by facts or are totally devoid of merit.

o Receive, analyze and investigate reported violations of the Code of Ethics; communicate (by fax, e-mail, etc.) the applicable operational procedures; and ensure confidential treatment for those who report ethics violations.

o Take action in the event of serious violations. o Ensure effective communication, training and involvement procedures and coordinate

initiatives that are being implemented to divulgate and explain this Code. o Provide a point of reference for the interpretation of significant issues. o Update the Code of Ethics. o Use the Group’s internal audit organization to conduct periodic reviews of the

implementation of this Code. o Coordinate his or her activities with those of other Compliance Officers at other Group

companies, assisting them when necessary. o Coordinate the activities of the Group’s internal audit organization to verify compliance

with the Code of Ethics. Parmalat’s Compliance Officer is also authorized to receive directly any report of a violation of the Code of Ethics at any Group company, but must then involve the Compliance Officer of the affected Group company or the Director of the Internal Control Systems Department. Training and Communications The Personnel Department, working on the basis of the information provided by the Compliance Officers, is responsible for developing and implementing suitable internal communications and training programs to foster the dissemination and understanding of the Code of Ethics. Similar communications programs must be developed to communicate to parties outside the Group the content of this Code and to make interested parties aware of the procedures for reporting violations.

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Management All managers (head of operating units or departments) have a primary responsibility with regard to the Code of Ethics. Accordingly, they are required to:

o Behave in a manner consistent with the precepts of the Code of Ethics, so as to provide an example for their Associates;

o Make clear to their Associates that compliance with this Code is essential for the performance of quality work;

o Encourage their Associates to analyze together issues related to the implementation and interpretation of the Code of Ethics;

o Select accurately, within the scope of their jurisdiction, external and internal Associates based on their expected reliability in complying with this Code;

o Promptly report all significant violations to their supervisors or Compliance Officers; o Adopt appropriate corrective measures; o Prevent any kind of reprisal.

Significance of the Code of Ethics Compliance with the principles and rules of the Code of Ethics and their consistent dissemination and operational implementation within the framework of assigned responsibilities is an essential and integral part of the contractual obligations of each Associate.

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PARMALAT

INTERNAL DEALING CODE OF CONDUCT

updated as at April 1. 2006

CONTENTS

1. Foreword 2. Definitions 3. Disclosures Required of Significant Parties 4. Reporting of Transactions to the Consob and the Market by the Compliance Officer 5. Penalties 6. Acceptance 7. Updating of the Code and Personal Data Annex: Affidavit Declaring Understanding and Acceptance of the Code

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1. FOREWORD This Code of Conduct (the “Code”), the provisions of which are binding, governs disclosure requirements with regard to Transactions executed by Significant Parties and Parties Closely Related to them that involve shares of stock or other financial instruments issued by Parmalat S.p.A., as required by Legislative Decree No. 58/98 and Implementation Regulation No. 11971/99.

2. DEFINITIONS

In this Code, the following terms are used as defined below:

A. Insider Information: Information that, if made public, could have a significant impact on the price of financial instruments and which it is presumed that a reasonable investor would use as one of the elements underpinning his or her investment decisions.

B. Significant Parties: a) The members of the Board of Directors or other corporate governance body of an issuer of publicly traded securities; b) individuals who perform management functions for an issuer of publicly traded securities and managers who have regular access to insider information and have the power to make management decisions that could have an impact on the development and outlook of an issuer of publicly traded securities; c) members of corporate governance bodies, individuals who perform management functions and managers who have regular access to insider information and have the power to make management decisions that could have an impact on the development and outlook of a company controlled directly or indirectly by an issuer of publicly traded securities, when the value of the equity investment in the subsidiary is equal to more than 50% of the assets of the issuer of publicly traded securities, based on the latest approved financial statements; and d) any party who holds an interest in an issuer of publicly traded securities (computed in accordance with Article 118 of Consob Regulation No. 11971) that is equal to at least 10% of the voting share capital of the issuer of publicly traded securities and any other party who controls an issuer of publicly traded securities.

C. Parties Closely Related to Significant Parties: a) A spouse who is not legally separated, dependent children (including the spouse’s children) who have been living at home for at least a year, parents, blood relatives and relatives by marriage of Significant Parties; b) companies, partnerships and trusts in which a Significant Party or one of the parties listed under a) above performs, alone or jointly, a management function; c) companies that are controlled directly or indirectly by a Significant Party or one of the parties listed under a) above; d) partnerships the economic interests of which substantially coincide with those of a Significant Party or one of the parties listed under a) above; and e) trusts established for the benefit of a Significant Party or one of the parties listed under a) above.

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D. Transaction(s): All transactions involving the purchase, sale, subscription or exchange of shares or Equity-linked Financial Instruments.

E. Equity-linked Financial Instruments: Equity-linked Financial Instruments are those listed in Article 152, Section Six, Letter b), of the Regulations adopted by the Consob in Resolution No. 11971/99.

F. Compliance Officer: A person designated by the Board of Directors for the purpose of receiving communications and managing information about Transactions executed by Significant Parties. The Compliance Officer is responsible for reporting this information to the Consob and the market in the manner set forth in this Code.

3. DISCLOSURES REQUIRED OF SIGNIFICANT PARTIES

Whenever a Significant Party or a Party Closely Related to a Significant Party executes transactions the aggregate amount of which exceeds 5,000 euros, the Party in question is required to disclose the transactions to the Compliance Officer within five stock market trading days from the date of the Transaction. The amount of 5,000 euros is to be computed by adding transactions involving shares and Equity-linked Financial Instruments executed on behalf of each Significant Party and those executed on behalf of Parties Closely Related to Significant Parties.

The disclosure requirements listed in the preceding paragraph do not apply to the following transactions:

a) Transactions the aggregate amount of which is less than 5,000 euros within one calendar year. In the case of Equity-linked Financial Instruments, the amount is computed by making reference to the underlying shares.

b) Transactions executed between a Significant Party and Parties Closely Related to the Significant Party.

c) Transactions executed directly by an issuer of publicly traded securities or its subsidiaries.

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4. REPORTING OF TRANSACTIONS TO THE CONSOB AND THE MARKET BY THE COMPLIANCE OFFICER The Compliance Officer is responsible for reporting to the Consob all Transactions that Significant Parties communicated to the Compliance Officer within five stock market trading days from the date of the Transaction, as required by Article 3 above .

The Compliance Officer shall disclose to the market, by means of a special press release, the Transactions referred to in the preceding paragraph before the end of the next stock market trading day following the date of receipt of the information. 5. PENALTIES In addition to the penalties set forth in Title I bis, Chapter II, Article 184 and following of Legislative Decree No. 58/1998, Parmalat reserves the right to seek relief for any damages and/or liabilities that it may incur as a result of violations of this Code and: (i) for employees, to take the disciplinary actions allowed under current laws and the terms of collective bargaining agreements; (ii) for independent contractors, to terminate the working relationship with or without notice; (iii) for Directors and Statutory Auditors, to ask their dismissal for cause at the next Shareholders’ Meeting.

6. ACCEPTANCE Acceptance of this Code by each Significant Party is indicated by signing the form provided in the Annex.

7. UPDATING OF THE CODE AND PERSONAL DATA

The Compliance Officer is responsible for monitoring the implementation of this Code and its effectiveness in achieving its objectives and for submitting proposals to update and expand the Code to the Board of Directors. The Compliance Officer is responsible for holding the affidavits by which Significant Parties declare that they have full knowledge of the Code, accept it and, as required by Legislative Decree No. 196/2003, give their consent to the processing of the necessary data.

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Annex

Affidavit Declaring Full Understanding and Acceptance of the Internal Dealing Code of Conduct and of the Related Procedure and Consent

Required by Legislative Decree No. 196/2003 to Process Personal Data I, the undersigned …………………………………………….., born in………………………………………….…, residing in…………………………., street address……………………………….., in my capacity as………………………………………………………………………………………………….……….……………., being cognizant of the fact that I have been classified as a Significant Party pursuant to the Parmalat Internal Dealing Code of Conduct (the “Code”), acknowledge that I have received a copy of the abovementioned Code, that I have a thorough understanding of it and that I accept its content. ______________________________ (signature) As required by Legislative Decree No. 196/03, I specifically consent to the processing (by Parmalat or third parties) of the personal data required for compliance with the obligations of the abovementioned Code. ______________________________ (signature)