CEME CODE OF ETHICS

 

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CEME CODE OF ETHICS

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CODE OF ETHICS Introduction. CEME S.P.A bases its activity on compliance with laws and regulations currently in force as well as observance of principles and standards of conduct expressed in this code of ethics that are also calibrated along the guidelines in the UK Bribery Act of 2010, with specific reference to the company's "anti corruption" policy. The code of ethics actually represents the expression of the company's values as well as the rights, duties and responsibilities of CEME S.P.A towards all the stakeholders in the achievement of its company purpose. It contains the general principles that must underlie CEME S.p.A.'s actions. It represents its reference standard and standards of conduct that must inform the conduct and activities of those who carry on business in the CEME S.p.A. environment be they directors, statutory auditors, employees, consultants and agents. This code of ethics translates the fundamentals of the corporate culture shared by CEME S.p.A. which go towards assuring the good name, reliability and quality of the company as perceived internally and in dealings with economic partners. The company produces and markets electromechanical components for managing fluids in national and international environments and markets regulated by many laws - compliance with which is a fundamental duty - and various customs and rules: these environments are where the appeal for ethics, understood as the means for guiding the conduct of everybody working for the company, are to be found, through reference to general ethical principles beyond what is required by law. CEME S.P.A. is convinced that ethics in business life are also necessary for the success of the business. The code of ethics contributes to the implementation of the provisions of Italian Legislative Decree 231 of June 8, 2001 - and subsequent amendments - laying down the general management, supervision and control principles that must underlie the organisation models and regulate specific cases and modes of conduct for the company. In this regard, refer to the entire content of the Organisational Model for preventing breaches of legality, transparency, honesty and fairness principles by "people in senior positions in the company" and their employees and collaborators. CEME S.p.A. undertakes to bring the code of ethics to knowledge of all the recipients inside and outside the company by harnessing the appropriate channels of communication. The company also undertakes to work so the contents of the code of ethics are applied fully and effectively in company activities. All those who work in (or for) CEME S.P.A. without distinction or exception are required to comply with and ensure compliance with these principles within the spheres of their functions and responsibilities. Under no circumstances can the conviction of acting in the interests of the company justify conduct that contrasts with Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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these principles. For similar reasons, the code of ethics has been prepared, compliance with which is fundamentally important for the good functioning, reliability, reputation and success of the company. An essential requirement for every profitable working relationship with CEME S.P.A. is therefore the compliance with the principles and provisions contained in this code, by all recipients. CEME S.P.A.'s Mission Creating, designing, building and marketing high quality products for fluid control to retain its leadership worldwide: this is CEME S.P.A.'s mission. It is pursued by operating legally and fairly in the economic sector it belongs to, creating added value for its shareholders in compliance with business ethics and getting maximum advantage from the growth of the company, its employees and associates. The commercial objective is pursued through a range of products and complete, modular and integrated solutions. CEME S.P.A. is constantly engaged in developing the skills of its human resources and adopting new technologies while focusing on the customer at all times to ensure quality, timing and product reliability requirements are met in the best way possible. The excellence pursued by CEME S.P.A. in carrying out its business affairs has, amongst other things, been recognised through the ISO 9001:2000 certification of the Company Quality Management System. CEME S.P.A.'s Vision Innovation and skill to produce products and solutions that meet customer requirements with the value of quality being its watchword, is CEME S.P.A.'s vision. The cornerstones of the company vision are: Customer services and the solutions available  Creation of value for the customer The solutions provided must be perceived by customers as the most measurable drivers of value creation (best performance, value for money, co-operation in the approach to the development of new requirements).  Customer service quality The level of quality in the solutions provided, combined with efficiency and pragmatism must be aligned with that of the best competitors on the market.  Synergy among lines of business The different lines of business and distinctive skills must be placed at the service of the customer through a business model that gets the best out of the possible synergies with products and services perceived by the customer as the wisest choice and which can guarantee a result.  Sound skills and outstanding individual capabilities The competences are the key condition to success, competences organised by business lines are integrated on the customer to ensure results of value. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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 The best people The prestige of CEME S.P.A. customers, the type of work carried out, the opportunity for professional growth and the environment must be such as to attract and retain the best talents. The employees are the company's main assets. The company  Compliance with the regulations CEME S.P.A.'s activity is based on the most rigorous compliance with the laws of Italy and the countries where the company operates, internal regulations, rules of fair competition, good technical and administrative practices and the principles and rules expressed in the code of ethics. Under no circumstances can the pursuit of CEME S.P.A.'s interests justify conduct in contrast with the regulations now referred to.  Competitiveness CEME S.P.A. compares itself continuously with the market (customers, competitors, suppliers) for the purpose of continuously upgrading its range, seek the best value for money for its services and optimising its market share.  Focusing on margins The company pursues the profitability of its processes that must be coherent with company aims to balance the interests of CEME S.P.A. customers to obtain quality products at the best price and the company and shareholder's interests in obtaining an adequate return on capital invested.  Sober management The company is managed with strong attention to the cost structure. Individual-responsibility building, cutting away the dead wood, optimising processes and technological solutions adopted with a constant tendency to contain costs are fundamental elements of healthy management.  Productivity Underlying CEME S.P.A.'s activity linked to manufacturing products and developing customer services is based on people whose professionalism is a precious asset. The working environment  Factory of competences The competences, as already said, underlie CEME S.P.A.'s success. The ability to create and sustain them internally through a clear, progressive curriculum that can be monitored and leads to the development of the youngest resources is fundamental. Experience in the field is another element in the development of competences. The development of the competences, through experience in the field and activities such as training and rotation within the CEME group must be a fundamental principle of professional growth.  Making the most of merit Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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Internal growth of resources in terms of the role they play must be based on merit, with clear and transparent enhancement processes and rules, which starting from the performance level, tend towards considering the contribution of everyone to the success of the company. For this reason ideas, suggestions and entrepreneurial initiatives promoted by employees at all levels must be thoroughly explored.  Spirit of service Success is everybody's. This often requires working for others, bringing the best out of and growing talents, helping in contribution to the success of the path taken in the best way possible with a strong ability of working in a team.  Knowledge capital Knowledge capital and experience is the company's as well as the individual's. As such it must be available for all as a key element in the growth of competences and for the effectiveness of interventions. Everyone must contribute to the creation and maintenance of high value, an intangible asset for the company.  Quality Quality is not just in the service of the customer. Quality must be everywhere, where it can be touched and seen: in the way of drawing up an offer, in good manners and the relationship among colleagues and the people outside.  Respect for the individual For CEME S.P.A., working honestly and fairly is a fundamental value at all levels. Understanding and making the most of diversity (of culture, competences, education, not to mention the more traditional forms), understanding and balancing the needs of the business with personal needs, communicating transparently and especially knowing how to listen. Recipients of the code This code applies to CEME S.P.A. It is an integral part of the “Organizational, Management and Control Model” that the company has chosen to adopt to regulating internal decision-making processes. Recipients of the code are:  the directors, the executive officers and all the natural and/or legal persons who have the function of representing, administering or directing the company, even just one of its organisational units, as well as all those persons that de facto or otherwise exercise, the management and control of the company and all those that work for the achievement of its objectives;  all the company bodies and their components, delegated to the functions of control and supervision;  the company's employees and associates as well as all who have directly or indirectly, permanently or temporarily established working relationships with it;  all the consultants, suppliers, partners or anyone else who performs activities for and on behalf of CEME S.P.A. or under its control. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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The recipients, in addition to compliance, in itself due, with the regulations currently in force and the provisions foreseen by collective bargaining, undertake to bring the way they perform their activities into line with the ends and the principles embodied in this code, in the relationships within CEME S.p.A. as well as with persons outside the company and in particular with the Public Administration and other public authorities. The company undertakes to distribute this code to all the interested parties and prepare the instruments that will help it be applied and updated, with the aim of ensuring a code that is always aligned with the evolution of society, environmental conditions and the regulations. Furthermore, CEME S.P.A. undertakes to carry out activities to verify and monitor the application of this code and, if it is necessary, provide for sanctions should it be breached. Conduct in line with the principles contained in the code of ethics is also required of suppliers, business partners and everyone who has relations of any kind with CEME S.P.A., directly or indirectly. *** APPLICATION OF THE CODE: REFERENCE PRINCIPLES Legality, honesty and fairness CEME S.P.A. works in respect of the laws currently in force, professional ethics, procedures and internal rules, applying them with rectitude and fairness. The pursuit of its legitimate interests can never justify conduct contrary to the principles of legality, fairness and honesty. Hallmarks of relations with all the partners in the company are collaboration, loyalty and reciprocal respect. CEME promotes the culture of legality and works to make sure that all the personnel are made aware of their responsibility, company-specific risks and consequent general principles of conduct and specific checks. Transparency in activities and information Every CEME S.P.A. operation must be lawful, authorised, appropriate, supported by documentation and verifiable, in accordance with principles of transparency and traceability of the company's managerial processes. The internal procedures must be such as to allow the necessary checks. CEME S.P.A. undertakes to inform partners about its situation and progress clearly and transparently without favouring groups or individuals. In relation to its role and knowledge, every collaborator guarantees the company, truthful information that is transparent, complete and accurate. The company guarantees shareholders, creditors, collaborators, employees and all the companies in the group correct information about significant managerial and accounting facts. The company condemns any operation altering the data and company information given, by law, to the board of statutory auditors, auditors, shareholders, partners, external collaborators, the public and the authorities. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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Confidentiality of information CEME S.P.A. guarantees the adoption of procedures that ensure the confidentiality of the information in its possession, compliance with data protection regulations and avoids seeking confidential information using illegal methods except in cases of express and informed authorisation and conformity with the laws in force. Employees without exception are required to keep information learnt in the exercise of their functions confidential in compliance with the law and company policies and rules; in particular, they are required to:  only acquire data necessary and appropriate to do their jobs;  acquire and process said data as part of specific procedures;  keep the said data in such a way that others who are not authorised to do so are prevented from learning it;  communicate the said data as part of prefixed procedures and/or on the explicit authority of their superiors;  make sure that there are no restrictions on how the information may be disclosed, particularly concerning information about third parties associated with the company through relationships of any nature;  not use confidential news or information they have learnt while doing their job, for their own benefits or disclose it to third parties. Additionally all CEME S.P.A. collaborators are required to maintain the maximum reserve over all confidential information about the company that they have learnt through their duties or roles, even after they ceased to work with or for the company. All confidential information must be used exclusively for institutional reasons and thus in such a way as not to cause the interested party any economic or moral damage. The privacy of employees or collaborators is protected in compliance with relevant laws also through operating standards that specify the information received and the relative way they are treated and kept. All surveys of personal ideas, preferences or tastes or the person's private life are forbidden. Respect for the person and equal opportunities The company acts in respect of the fundamental rights of every individual and ensures equal opportunities. CEME S.P.A., in recognising the central role played by human resources in the success of its business, ensures respect for physical, moral and cultural integrity and respect for the relationship with others. The company ensures that work conditions in the company respect individual dignity and that they are carried out in healthy, safe environments. CEME S.P.A. undertakes to conclude work contracts with its employees, that comply with the legislation in force. The company also undertakes to avoid any discrimination based on age, sex, sexual orientation, state of health, colour, ethnicity, race, disability and physical appearance, socio-economic status, nationality, political opinions and religious beliefs, when making important decisions. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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Respect for safety and the working environment CEME S.P.A. recognises workers' health and safety and a safe working environment as essential principles in the life of the company. For this reason, the company adopts every precaution made necessary so that its employees and collaborators carry out their activities in healthy, hygienic and safe conditions. The decision by those responsible for the safety and hygiene of the workplaces is based on criteria of recognised professionalism and experience by selecting people, even outside the company, who ensure the utmost care and quality when carrying out the service they have been charged with. The company makes an active contribution in the appropriate places to the promotion of scientific and technological development aimed at safeguarding resources and the work environment. The operating management of the company must therefore make reference to advanced criteria of safeguarding the environment and energy efficiency by pursuing continuous improvement in health and safety at work and environmental protection. Respect for the environment, quality and company organisation The company considers the environment a primary value and manages the company activities in full respect of environmental regulations currently in force. CEME promotes the culture of respect of the environment and the management of operations must make reference to criteria put forward to safeguard the environment and promote energy efficiency by pursuing the continuous improvement of health and safety conditions at work and environmental protection. CEME's people, in the context of their duties, participate actively in the process of risk prevention, safeguarding the environment, public safety and health and safety protection for themselves, their colleagues and third parties. Protection of the competition CEME S.P.A. intends to safeguard the value of fair competition and avoid conduct likely to favour the concluding of business in breach of laws and regulations currently in force. It recognises that fair and honest competition is a fundamental element for its development. For this reason, the company undertakes to observe the relevant laws currently in force and co-operate with the authorities regulating the markets. Conduct is therefore not permitted that is contrary to professional honesty and nor is bribery and corruption, predatory behaviour, abuse of a dominant position or economic dependency and other conduct aimed at altering the fairness and level playing field of the market. The value of fair competition is promoted and protected by CEME S.P.A as much in the relations with the Public Administration as with relations with other private bodies. Contractual value of the code Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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This code constitutes an integral part of the working relationship. Observance of this code is to be considered an essential part of the obligations of company employees. Breaches of the code's regulation could constitute non-fulfilment of the primary obligations of the working relationship or a disciplinary offence with legal consequences also with regard to keeping the job and could involve proceedings for the recovery of damages caused by the said breach. For recipients who are not employees, the code is an essential prerequisite for the continuation of the working/collaborative relationship existing with CEME S.P.A. *** STANDARDS OF BEHAVIOUR Communication CEME S.P.A. undertakes to keep up a constant dialogue with the partners and shareholders and give them all the information that could influence the relative investment decisions. The company undertakes to communicate information that is truthful and transparent to the outside. The company, aware of the importance of accurate and truthful information assumes standards of great responsibility in the advertising of its products, thereby enabling its customers to make an informed choice. CEME S.P.A. promotes internal communication through the efficient management of interpersonal relations with its employees/collaborators who have to guarantee honesty, speed and uniformity in the exercise thereof. Means of communication Transparency, honesty and promptness are criteria underlying relationships with the means of information. CEME S.P.A. cultivates relationships with the means of information with full compliance with the principles expressed through the assignment of offices to specific individuals/functions charged with managing these relationships efficiently and coherently and who are also charged with the company's website. The recipients of this code support those who are in contact with the means of information and they desist from providing information to the outside unless expressly authorised. The recipients are also required to carefully read and respect laws, procedures and rules of behaviour adopted by the company. The relations between CEME S.P.A. and the media are cultivated by those specially nominated and must be carried out coherently with the defined policy and tools of communication. Any employee of the company receiving a request for an interview or to make a statement concerning it by any organ of the press is required to inform the competent function beforehand. Any pressure or favourable attitude towards the means of communication is contrary to the principles of CEME S.P.A. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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Employees The personnel are taken on with a regular work contract. Under no circumstances is an irregular form of work tolerated. The personnel employed by CEME S.P.A. are fundamental factor in the success of the company. For this reason CEME S.P.A. promotes the value of its human resources in order to retain and develop the wealth of professional skills possessed by each employee, acting in such a way that the capabilities and legitimate aspirations of the individuals are fully realised in the achievement of the company objectives. CEME S.P.A. undertakes to offer equal working opportunities to all employees based on professional qualifications and capacity for productivity without any discrimination. From this it follows that:  CEME S.P.A., through the competent functions, selects, hires, remunerates and manages its employees on the basis of competence without any political, trade union related, religious, racial, linguistic or sexual discrimination in observance of all the laws, working contracts, rules and directives in force;  the selection and hiring of employees and the later management of the working relationship with them is based on a careful and coherent definition of the needs of the company, selections of the typical profiles sought, the attentive and transparent selection of the candidate who comes closest to matching the characteristics sought, the matching of his or her treatment and career coherently with national contracts and all other relevant standard or regulation;  in the creation and management of contractual relations with its employees, CEME S.P.A. ensures that in the hierarchical relations thus created, powers of direction are exercised fairly and honestly, avoiding all abuse;  the system of awards and the system of company career is based on the competence and capacities of the employees and the results achieved in the performance of their jobs; respect for the organisation, management and control model, the code of ethics, the procedures, protocols and all the values which CEME S.P.A. bases its operations on is an essential element for progressing in one's company career; CEME S.P.A. guarantees the physical and moral integrity of its employees and collaborators by ensuring working conditions that respect their human dignity and conform with laws on the environment;  CEME S.P.A. also protects the privacy of its employees through the regulations currently in force by undertaking not to communicate nor disclose relative personal details without the prior authorisation of the interested party unless required to do so by law. Employees must observe the following rules:  all situations or activities that contrast with the proper performance of his or her duties or that could lead to conflicts of interest with the company or could interfere with the ability of taking impartial decisions in the best interests of the company must be avoided; Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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 all employees must respect and protect CEME S.P.A. property and prevent its fraudulent or improper use. The use of company assets by employees must be functional and exclusively for the performance of company activities or for purposes authorised by the relevant internal functions;  every employee must operate in conformance with what is required by company security policies for the purpose of not compromising the functionality and protection of IT and other systems:  all activities that contrast with the correct fulfilment of one's tasks or with the obligations of loyalty or that might harm the interests, reputation and image of the company must be avoided. All employees must co-operate in the creation of a working environment in which all workers feel well accepted and encouraged to achieve their aims. The provisions in the point above must be extended to external collaborators of CEME S.P.A as well. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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Collaborators The Company's relationships with its collaborators and partners are based on professionalism, collaboration and organisational, logistical, strategic, financial and administrative support according to the canons of heightened professionalism. CEME S.P.A. requires its external collaborators to respect the principles of conduct that are the same on which it is based. Every commercial partner or external collaborator must be informed of the existence of the code and the undertakings therein. When selecting its partners, which is done transparently, the company uses the objective criteria of quality and competitiveness of the services and products offered. For CEME S.P.A., therefore, these are the fundamental requirements:  the professionalism and experience of the partner;  the availability, appropriately documented, of financial and other resources, organised structures, capacities and design resources, know-how, etc.;  the existence of quality, safety and environmental compatibility;  the sharing of values which CEME S.P.A. bases its activities on. Relations with suppliers CEME S.P.A. guarantees respect for the principles of equal opportunity, honesty and impartiality for all its suppliers. The collaborators and employees, depending on their competences within the company organisation, must select suppliers on the basis of current relevant regulations, internal procedures and respect for the principles of this code. In adhering to this code of ethics, the same principles that are applied to relations with customers must characterise commercial relationships established by CEME S.P.A. with its suppliers. CEME S.P.A. goods and services procurement policies have as an objective to ensure the effective and efficient processes of sourcing and controlling products sourced through streamlined procedures that guarantee that the company's requisites are met and are able to get the best competitive advantage for CEME S.P.A. (search for the best value for money for each supply). Economic efficiency and profitability are pursued in respect of ethical principles that prohibit the obtaining of the best competitive advantage by using suppliers not aligned with the same principles declared by CEME S.P.A. The company has appropriate procedures in place for ensuring adequate competition for each procurement process as well as the maximum transparency in the operations of customer selection and goods and services procurement, having created an appropriate register of suppliers. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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In particular, the entering of suppliers in a register and their selection for the assignment of orders are subject to objective and transparent assessments of quality, price, the way the service is carried out and delivery as well as the availability of structures and resources in conformity with company procedures in force. Every collaborator and every employee must promptly indicate any behaviour of a supplier that might appear contrary to said principles to their line manager or supervisory body. CEME S.P.A. prohibits any type of conflict of interest in the selection and relationship with suppliers. Relations with customers and clients In adhesion with this code of ethics CEME S.P.A. shows constant sensibility and tendency towards the satisfaction of its customers' needs, undertaking at all times to offer customers products with a high standard of quality. Professionalism, availability, speed of response, honesty and courtesy are the guiding principles in the relationship between CEME S.P.A. and its customers. The company sets as its further objective the creation of a relationship based on honesty, transparency and efficiency with its customers and clients. CEME S.P.A. refrains in any case from indulging in or tolerating corrupt practices, unlawful favours, bribery, solicitations of personal advantages for itself or its representatives of any type, directly or indirectly, regardless of the importance of the business concerned and as much to conserve as to initiate a collaborative relationship or in any manner influence it. The relationship with customers is also marked by reciprocal respect for ethical principals. The company is vigilant in making sure that negotiations and negotiations with the current or potential customers are marked by the maximum rating of lawfulness, honesty and fairness in full respect of the regulations. Relations with customers are regulated by specific agreements which are distinguished by maximum clarity and understandability. When taking part in tenders, in public and private competitions, the company carefully assesses the appropriateness and enforceability of the services required with particular attention over the technical, economic, environmental, health and safety conditions pointing out any faults promptly where possible. It impresses its participation in these competitions in respect of free competition as well as principles of fairness and lawfulness. The contracts must be interpreted in accordance with good faith and carried out in accordance with what is knowingly established by the public or private parties. CEME S.P.A. is required to guarantee the confidentiality, safety and protection of information in its possession. It does not disclose economic and other data concerning customers unless required to do so by law. In particular, all employees and collaborators involved in all phases of the process must adhere to company procedures regarding information security management. In relations with current and potential customers, all Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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collaborators are required to avoid situations where there may be conflicts of interest and abstain from taking personal advantage of business opportunities they become aware of through their work. Conflicts of interest may be acceptance of money or favours from people or companies who have or intend to have business relationships with CEME S.P.A. In the relations with current and potential customers, all collaborators are required to avoid all forms of bribery and corruption from which they intend to gain unlawful or undue advantage for CEME S.P.A. to the detriment of free competition. Relations with consultants, mediators and intermediaries - Professional offices In selecting its consultants, mediators and intermediaries, the company conducts itself impartially and without discrimination, adopting the criteria, competence and professionalism and follows the procedures it has in the respect of principles of transparency, correctness and economic efficiency. Appealing to individuals who fit this bill follows the company setting out its requirement in this regard, suitably authorised by the competent functions. The selection must pass through an adequate process of due diligence in accordance with the characteristics of the the relevant job, aimed at appropriately choosing the applicants and verify their qualification, experience, honourability and reputation and drawing attention to any critical points in their profiles. It is also necessary to compare the offers made. All remuneration and sums paid for any reason at all to those assigned jobs of a professional nature must be adequately documented, and in any case, made proportional to the activities performed even in relation to conditions generally afforded to services of the kind. Human resources CEME S.P.A. undertakes to work in such a way that all employees and collaborators work fairly in order to comply with the obligations undertaken by the work contract and what is specified in this code. The procedures for selecting personnel to take on always follow a coherent and real need in this regard set out by the company. Applicants are assessed on the basis of the extent to which their profile corresponds with what is expected and the specific needs of the company respecting the needs for impartiality and equal opportunities as set forth in the procedure adopted with the approval of the organisational model. All the personnel must be taken on with a regular work contract in accordance with the law. Any form of discrimination towards people based on trade union, political, religious, racial, ethnic, linguistic, national, sexual, age, economic status and health reasons is prohibited. All human-resource-related management and development including access to different roles and jobs are based on the criteria of documented merit, competence and professionalism as well as the matching of the profiles requested by CEME S.P.A. with those possessed by the candidates. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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When managing hierarchical relations asking for services, personal favours and nonetheless behaviour that qualifies as a breach of this code as an act due to a hierarchical superior constitutes an abuse of the position of authority. Human resources are treated in such a way as to favour their development and growth. To this end, the company:  selects, takes on, trains, remunerates and manages employees and collaborators without any discrimination;  creates a collaborative and non-discriminatory working environment;  adopts criteria of merit and competence that is nevertheless strictly professional when taking any decision regarding an employee or collaborator;  it communicates and transmits the values and principles it is based on. Conflicts of interest In conformity with the regulatory and legal principles in force, conflict of interest means every situation, occasion or relationship, where personal interests or the interests of other associated people or organisations with which one is involved for any reason could potentially reduce the impartial relationship. All company employees/collaborators are required to avoid all situations and activities where a conflict with the interests of CEME S.P.A., or that may interfere with their capacity to take decisions in the best interests of the company and full respect of the provisions of the code impartially. They must, furthermore refrain from gaining personal advantage from disposing of company property or from business opportunities which they have learnt of during the performance of their duties. They must also avoid all behaviour that could induce representatives, employees and collaborators of other companies or consortia to commit actions in conflict with the obligation connected with the office, and more in general, their loyalty to the connected company or consortium. Employees or collaborators must inform their superior or contact at the company or the supervisory body of any situation that could constitute or determine a conflict of interest. In particular, all employees and collaborators of CEME S.P.A. are required to avoid conflicts of interest between their personal and family economic activities and the duties they are responsible for within the structure they belong to. Uffici e Stabilimento / Headquarters CEME S.p.A. Via delle Industrie 5 I-20061 Carugate (MI) Italy  (+39) 02.9215621 Fax (+39) 02.92150220 www.cemegroup.com info@cemegroup.com  Sede Legale / Registered Office CEME S.p.A. Via Tortona 25 I-20144 Milano Italy Cap. Soc. € 10.136.000,00 i.v. P.IVA e CF IT-06259720966 R.E.A. MI 1880055 Indirizzo Pec cemespa@legalmail.it Mod. 06 ; Rev.1 ; 20/10/15

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