Code of Ethics

Table of Contents

• 1. MTS S.r.l.
• 2. Introduction
• 3. Recipients of the Company's Code of Ethics
• 4. Fundamental Principles
  • 4.1 Compliance with laws
  • 4.2 Dignity, equality, and integrity
  • 4.3 Effectiveness, efficiency, and economic viability
  • 4.4 Professional diligence and spirit of collaboration
  • 4.5 Traceability
  • 4.6 Confidentiality of sensitive data
  • 4.7 Conflicts of interest
• 5. Internal Relations
  • 5.1 Selection and Management of personnel (employees and collaborators)
• 6. External Relations
  • 6.1 Relations with the Public Administration and Supervisory Authorities
  • 6.2 Relations with political parties and trade unions
  • 6.3 Gifts, benefits, or other utilities
  • 6.4 Relations with Suppliers of goods and services
  • 6.5 Management of Relations with Clients
  • 6.6 Prevention of organized crime offenses
• 7. Dissemination of information to the outside
• 8. Accounting Data
  • 8.1 Compliance with principles
  • 8.2 Traceability
  • 8.3 Prevention of receiving stolen goods, money laundering, and use of money...
• 9. Health, safety in the workplace, and environment
  • 9.1 Health and safety in the workplace
  • 9.2 Environmental protection
• 10. Implementation Rules
  • 10.1 Adoption and dissemination of the Company's Code of Ethics
  • 10.2 Amendment and entry into force of the Company's Code of Ethics
• 11. The Company's Supervisory Body
• 12. Disciplinary measures for violations of the Company's Code of Ethics
  • 12.1 Violations of the Company's Code of Ethics
  • 12.2 Reports to the Company's Supervisory Body

1. MTS S.r.l.

The company MTS S.r.l. (hereinafter also referred to as the "Company" or "MTS") manages the design, production, and installation of curtain walls, ventilated facades, glass roofs, and more generally building envelopes, as well as metallic windows and doors, including those with structural bonding.

MTS has its registered office in Milan, via Locatelli 1, its operations headquarters in Pogliano Milanese, via Morgagni 40, and its production plant in Forlì, via Senoni 8. Over time, the Company has also established permanent organizations abroad (so-called Branches) functional to the local contracts awarded, in which MTS employees operate.

The Company has adopted a Quality Management System in accordance with the UNI EN ISO 9001 standard, an Environmental Management System compliant with the UNI EN ISO 14001 standard, and a Occupational Health and Safety Management System inspired by the requirements established by the UNI ISO 45001 standard (formerly BS OHSAS 18001), achieving the respective certifications.

2. Introduction

This Code of Ethics (hereinafter the "Code") was approved by the Company's Board of Directors on 30/01/2024, in the belief that business activity cannot be detached from ethics in the conduct of business and from respect for the law.

The value and importance of this Code are reinforced by the provision of a specific liability of Entities resulting from the commission of offenses and administrative violations relevant under Legislative Decree June 8, 2001, n. 231, concerning the "Discipline of the administrative liability of legal persons, companies, and associations, including those without legal personality, pursuant to article 11 of law September 29, 2000, n. 300" (hereinafter also the "Decree" or "D.lgs. 231/2001").

3. Recipients of the Company's Code of Ethics

MTS has adopted this Code of Ethics to formalize the fundamental ethical values by which it is inspired and to which the members of the Board of Directors, Employees, Collaborators, Consultants, Partners, Suppliers, and, in general, all those who operate with the Company on the basis of a contractual relationship, even temporary, must adhere in the performance of the duties and functions entrusted to them.

The subjects indicated above are Recipients of this Code even when performing their activities for the Branches that MTS has established outside the territory of the State and which are functional to the contracts awarded there. To this end, MTS requires each Branch to adopt this Code.

Compliance with the provisions of the Code of Ethics constitutes an integral part of the contractual obligations of Employees, also pursuant to and for the purposes of art. 2104 c.c., while their violation by the Recipients constitutes, depending on the case, a disciplinary offense (sanctionable in compliance with the applicable legislation as well as with the provisions of the Organizational Model adopted pursuant to the Decree) and/or a breach of contract, and may result in compensation for any damages arising from such violation against the Company.

The Company requires collaborators, Partners, and Suppliers to respect the fundamental ethical principles on which this Code is based, also by virtue of specific contractual clauses.

"Art. 2104 c.c.. Diligence of the employee. The employee must use the diligence required by the nature of the performance due, by the interest of the enterprise, and by the higher interest of national production. He must also observe the provisions for the execution and discipline of work given by the employer and the Collaborators on whom he hierarchically depends."

4. Fundamental Principles

4.1 Compliance with laws

The Company complies with community, national, and regional laws, as well as regulations in force. Recipients are required to observe and respect the rules of the legal system in which they operate and must refrain from committing violations.

4.2 Dignity, equality, and integrity

Recipients of this Code must recognize and respect the personal dignity, private sphere, and personality rights of any individual. In the performance of their functions, Recipients maintain a conduct inspired by transparency and moral integrity, taking into account the various social, economic, political, and cultural reference contexts and, in particular, the values of honesty, fairness, and good faith. Recipients work with colleagues of any nationality, culture, religion, race, and social status. No form of discrimination is tolerated.

4.3 Effectiveness, efficiency, and economic viability

The Company carries out its business according to criteria of effectiveness, efficiency, and economic viability, through the optimal use of available resources, as well as the elimination of waste factors. Each Recipient must diligently acquire the necessary knowledge of the laws and regulations applicable to the performance of their functions, as in force over time: conduct contrary to the aforementioned precepts is not tolerated, nor can the lack of knowledge of them be justified in any way. Each Employee observes, in addition to the general principles of diligence and loyalty referred to in art. 2104 c.c., also the behavioral requirements contained in the collective agreements applicable to them.

4.4 Professional diligence and spirit of collaboration

The conduct of each Recipient significantly determines the quality, efficiency of the organization, and reputation of the Company. Each Recipient performs their activity with the professionalism required by the nature of the tasks and functions exercised, using the utmost commitment and diligently carrying out the necessary study and updating activities.

4.5 Traceability

Each Recipient must keep adequate documentation of every operation carried out, in order to allow a check on the reasons underlying each choice and the characteristics of the operation itself, both in the authorization phase and during its execution, recording, and verification.

4.6 Confidentiality of sensitive data

The Company manages the collection of data useful for the exercise of its business. It is absolutely forbidden to use confidential data for purposes other than those for which they were communicated, except in case of express authorization and, in any case, always in the strictest compliance with current legislation on the matter. The protection of information and data contained or stored in computer media must be ensured by the adoption of security measures suitable for the purpose. The data and information acquired are processed with automated tools for the time strictly necessary to achieve the purposes for which they were collected.

4.7 Conflicts of interest

Recipients, in the performance of their functions, avoid conflicts of interest. The following situations, among others, are considered to be in conflict:

• joint interest (open or hidden) in the activities of suppliers or competitors;
• exploitation of one's functional position for the pursuit of interests in conflict with those of the Company or for the pursuit of personal interests;
• use of information acquired during the performance of work activities for one's own benefit or that of third parties and in any case in conflict with the interests of the Company;
• holding corporate offices or performing work activities of any kind for suppliers, competitors, and third parties in general in conflict with the interests of the Company.

Any situation potentially capable of generating a conflict of interest or otherwise impairing the Recipient's ability to make decisions in the best interest of the Company must be immediately communicated by the Recipient to the Supervisory Body and also determines for them the obligation to refrain from performing acts connected or related to such situation.

5. Internal Relations

5.1 Selection and management of personnel (employees, executives, and collaborators)

All Company personnel are hired with a regular employment contract and the relationship takes place in full compliance with the collective bargaining regulations of the relevant sector, tax, social security, and insurance legislation, as well as provisions regarding immigration. No form of irregular work is tolerated.

The loyalty, ability, professionalism, seriousness, preparation, and dedication of personnel represent decisive values and conditions for achieving the Company's objectives.

Recipients must also keep explicit and constant consideration for the respect of the person, their dignity, and their values, avoiding any discrimination based on sex, racial and ethnic origin, nationality, age, political opinions, religious beliefs, health status, sexual orientation, or socio-economic conditions.

Within the framework of selection conducted in compliance with the principles of this Code of Ethics, equal opportunities, and without any discrimination, the Company operates to ensure that the resources acquired correspond to the profiles actually necessary for its needs, avoiding favoritism and advantages of any kind. Any act of retaliation against Recipients who refuse to engage in illicit conduct or who complain about or report such behavior is prohibited.

Within the scope of human resources development, the Company is committed to creating and maintaining the necessary conditions so that the capabilities, skills, and knowledge of each Employee can be further expanded, in order to ensure the effective achievement of the Company's objectives. For this reason, MTS pursues a policy aimed at recognizing merit, while respecting equal opportunities. In this context, the Employee is required to cultivate and foster the acquisition of new skills, capabilities, and knowledge, as well as to operate, in the performance of their activity, in full compliance with the organizational structures, also in order to allow a correct and orderly activation of the internal control chain and the formation of a precise and articulated framework of responsibilities.

Employees cannot perform work activities, even occasional or free of charge, that prevent or reduce the fulfillment of office duties, conflict with them, or prejudice the reputation of the Company.

6. External Relations

6.1 Relations with the Public Administration and Supervisory Authorities

Relations with the Public Administration and with Authorities performing supervisory functions are inspired by the principles of fairness, truthfulness, transparency, efficiency, and collaboration. The aforementioned relations are maintained in compliance with the rules of this Code, with particular regard to the principles mentioned above.

In particular, by way of example only, the following behaviors are prohibited:

• promising, offering, or in any way paying or providing sums, goods in kind, or other benefits (unless they are gifts or utilities of modest value and in any case compliant with normal commercial practice) to public officials or private interlocutors with the aim of promoting or favoring the interests of the Company. The aforementioned requirements cannot be circumvented by resorting to different forms of aid or contributions, such as assignments, consultancies, advertising, sponsorships, employment opportunities, commercial opportunities, or of any other kind, etc., or by using personal funds;
• engaging in and undertaking such behaviors and actions towards spouses, relatives, or in-laws of the persons described above;
• engaging in behaviors intended to improperly influence the decisions of officials who deal with or make decisions on behalf of the Public Administration;
• providing or promising to provide, soliciting, or obtaining confidential information and/or documents or anyway such as to compromise the integrity or reputation of one or both parties in violation of the principles of transparency and professional correctness;
• having MTS represented by a consultant or a "third party" when conflicts of interest may arise; in any case, they and their personnel are subject to the same requirements that bind the Recipients.

The described behaviors are prohibited both during the relationship with the Public Administration or with the private counterparty, and once these are concluded.

6.2 Relations with political parties and trade unions

Relations with political parties, trade unions, and other stakeholder associations are maintained in compliance with the rules of this Code, with particular regard to the principles of impartiality and independence. In relations with these categories, the behaviors and actions described in the previous and following paragraph are prohibited. Forms of strictly institutional collaboration aimed at contributing to the realization of events or activities, such as holding conferences, seminars, studies, research, etc., are permitted, provided they are not intended to obtain undue favors.

6.3 Gifts, benefits, or other utilities

Recipients are forbidden from offering, paying, promising, or granting to third parties, as well as accepting or receiving from third parties, directly or indirectly, even on the occasion of holidays, gifts, benefits, or other utilities, including in the form of sums of money, goods, or services. In particular, only gifts of modest value directly attributable to normal relations of courtesy are permitted. The aforementioned gifts, however, must be such that they cannot generate in the other party—or in an independent and impartial third party—the impression that they are intended to acquire or grant undue advantages, or such as to generate in any case the impression of illegality or immorality. In any case, such gifts must always be adequately documented.

It is however forbidden for the Recipient to solicit the offer or granting, or the acceptance or receipt, of gifts of any kind, even if of modest value. Any Recipient who, within the scope of their functions, enters into contracts with third parties must ensure that such contracts do not provide for or imply gifts in violation of this Code.

6.4 Relations with Suppliers of goods and services

The selection of Suppliers of goods or services and, in any case, the purchase of goods and services of any type are carried out on the basis of objective and documentable criteria, inspired by the search for the best balance between economic advantage and quality of performance. In relations with Suppliers, MTS is inspired by principles of transparency, equality, loyalty, and free competition. In particular, within the framework of these relations, Recipients are required to:

• establish efficient, transparent, and collaborative relationships, maintaining an open and frank dialogue in line with the best commercial practices;
• obtain the cooperation of Suppliers in constantly ensuring the most convenient relationship between quality, cost, and delivery times;
• demand the application of the contractually provided conditions;
• require Suppliers to adhere to the principles of this Code of Ethics and include a specific provision in contracts;
• operate within the framework of current legislation and demand strict compliance with it.

6.5 Management of Relations with Clients

MTS pays the utmost attention to the needs of its Clients, pursuing and maintaining adequate standards of quality regarding the products offered. For their part, the clients of the Company undertake to know and respect the Code of Ethics of MTS and not to submit requests that may constitute violations of the rights of third parties, including copyrights.

6.6 Prevention of organized crime offenses

MTS refrains from entering into relationships with subjects (natural or legal persons) who are part of criminal organizations of any nature, including those of a mafia type, those engaged in human trafficking or the exploitation of child labor, as well as subjects or groups operating for terrorism purposes. The Company also undertakes, as far as permitted by applicable statutory and regulatory provisions, to comply with programs and restrictive measures relating to economic, financial, and commercial sanctions based on foreign policy and national security objectives adopted by the European Union and/or individual Member States, the United States of America, the United Nations Security Council, as well as by other organizations identified from time to time.

7. Dissemination of information to the outside

Information directed to the outside must be truthful, clear, and transparent. Relations with the mass media are reserved exclusively for the Management Body.

Recipients called upon to provide news to the outside regarding objectives, activities, or results through participation in public interventions, seminars, or the drafting of articles and publications in general, are required to obtain authorization from the head of the organizational structure to which they belong regarding the texts, reports prepared, and lines of communication, agreeing on and verifying the contents with the competent function.

It is therefore expressly forbidden for anyone else to disseminate confidential news concerning projects, negotiations, initiatives, agreements, commitments, even if future and uncertain, relating to the Company that are not in the public domain. Recipients must also refrain from disseminating false or misleading news that could deceive the external community.

8. Accounting Data

8.1 Compliance with principles

Accounting records are kept according to the principles of transparency, truth, completeness, clarity, precision, accuracy, and compliance with current legislation. MTS imposes compliance with all applicable regulations and, in particular, regulations relating to the preparation of financial statements and any type of mandatory administrative-accounting documentation. The accounting is set up on generally accepted accounting principles and systematically records events resulting from the management of the Company.

8.2 Traceability

In support of each operation, adequate documentation must be kept to allow for easy accounting entry, reconstruction of the operation, and identification of any responsibilities. This documentation must make it possible to identify the reason for the operation that generated the record and its relative authorization. The supporting documentation must be easily retrievable and archived according to appropriate criteria that allow easy consultation by both internal and external bodies authorized to perform checks. Recipients are required to collaborate in the correct and timely recording in accounting of every management activity and to operate so that management facts are represented correctly and timely, so that the administrative-accounting system can achieve its purposes.

8.3 Prevention of receiving stolen goods, money laundering, use of money, goods or utilities of illicit origin and self-laundering

MTS exercises its business in full compliance with current anti-money laundering legislation and the provisions issued by competent Authorities, committing itself to this end not to engage in suspicious operations from the perspective of correctness and transparency.