Agrati Group January 2018 · Agrati Group 2 January 2018 . Approved by the AGRATI Group S.p.A....

Agrati Group January 2018

Agrati Group 2 January 2018

Approved by the AGRATI Group S.p.A. Board of Directors on 30/05/2018

July 2008: Review index 0

October 2010: Review index 1

April 2018: Review index 2

This document is immediately applicable to all companies of the AGRATI Group. Each manager is responsible for providing information, training and supervision on the application of this code of ethics. Each employee receives a

copy of this document and signs it in receipt.


TABLE OF CONTENTS 1. GROUP IDENTITY .................................................................................................. 5

1.1. CORPORATE MISSION ....................................................................................... 5 1.2. CORPORATE VISION .......................................................................................... 5 1.3. COMPANY VALUES ............................................................................................ 5 1.4. THE CORPORATE QUALITY, ENVIRONMENTAL, HEALTH AND SAFETY POLICY ........ 6

2. CODE OF ETHICS .................................................................................................. 9 2.1. CORPORATE SOCIAL RESPONSIBILITY ................................................................ 9

2.1.1. Responsibility to suppliers ............................................................................ 9 2.1.1.1. Integrity of dealings ................................................................................ 9 2.1.1.2. Confidentiality ..................................................................................... 10 2.1.1.3. Potential conflicts of interest .................................................................. 10

2.1.2. Responsibility to customers ........................................................................ 11 2.1.3. Responsibility to employees ........................................................................ 11 2.1.4. Responsibility to shareholders ..................................................................... 12 2.1.5. Responsibility to the company ..................................................................... 13

2.2. CORPORATE HEALTH AND SAFETY COMPLIANCE .............................................. 14 2.3 CONTROLS ...................................................................................................... 14 2.4 COMPLIANCE WITH THE CODE OF ETHICS, REPORTING OF INFRINGEMENTS TO THE SUPERVISORY AND CONTROL BODY................................................................................... 14 2.5 THE DISCIPLINARY AND SANCTIONS SYSTEM ..................................................... 15

3. CONFIDENTIALITY ............................................................................................... 17 3.1. SAFEGUARDING COMPANY SECRECY ............................................................... 17 3.2. DATA PROTECTION ......................................................................................... 17


1.GROUP IDENTITY


1. GROUP IDENTITY 1.1. CORPORATE MISSION To develop innovative fastening systems at global level in partnership with the customer, namely "World Fasteners Solutions". WORLD We have become a global company with 12 production facilities, 5 logistics centres, over 2,600 employees worldwide, 160,000 tons of production capacity, 8 billion pieces per annum produced and delivered to customers, more than 850 new products developed each year, 8% of investments in innovation and technology. We are technology suppliers, specialised in complex fastenings, able to offer quality, high levels of service and significant technical competence primarily in Co-design activity. We have created a Tech Center which represents excellence in the sector. FASTENERS Screws, nuts, bolts represent the history of the company and reveal why the name Agrati is recognised and respected worldwide. SOLUTIONS Not just screws, nuts and bolts, but also more advanced fastening systems. We offer products, services, components but also ideas and solutions. Our experience gained over the years has ensured that the company Agrati has become a valuable support for the customer in the process of planning and validating complex products, including design, functional testing and the analysis of finished elements and prototyping. 1.2. CORPORATE VISION

We are oriented towards providing products and services of excellence using the latest cutting-edge technologies. We are committed to preserving and safeguarding the environment We listen to our customers and develop a close collaborative relationship with them. Total Quality is the way we work. Customer satisfaction is our ultimate goal. We supply our customers at a global level.

1.3. COMPANY VALUES The company's mission and vision are rooted in the shared values that inspire and guide the activities of AGRATI Group and are the basis of who we are and how we operate. People are the principal and constant point of reference for our actions and activities. THE VALUES OF THE AGRATI GROUP

1. RESPECT: for colleagues, customers and suppliers. Respect for the environment, for rules and for the principles of work.

2. COMMUNICATION: relationships are the essential link between people. Building constructive relationships amongst ourselves and with our customers represents the basis of success. Optimal relationships contribute to a better environment for working together.


3. INNOVATION: it's everywhere in technology, in organisations, outside of our company. Being innovative is a preparation for the future, we solve problems and bring new solutions to the customer.

4. TEAMWORK: the ability to work together, sharing information and knowledge with the same objectives in mind. We are cooperative and work in teams.

5. CONTINUOUS LEARNING: learning, sharing information and knowledge, giving everyone the opportunity to develop. What we learned some years ago will soon become obsolete; continuous learning is of vital importance to us all.

6. ACTIVITY: this is our ability to anticipate events. We can not wait to solve problems only when they present themselves. Knowing how to anticipate our customers' needs will contribute to increasing value.

7. RESPONSIBILITY: this means that we the are the guarantors of what we do. Individually and collectively. Responsible for time, money, all spending resources and for the results obtained.

8. SUSTAINABILITY: this is the success factor that steers corporate growth and the achievement of the company's economic, operational, environmental and social targets.

These shared values give AGRATI Group distinction on the market, for its unique style, and inside the company, for the palpable sense of belonging that unites all its collaborators.

1.4. THE CORPORATE QUALITY, ENVIRONMENTAL, HEALTH AND SAFETY POLICY The strategy of A. Agrati S.p.A. places the customer and the various stakeholders at the centre of its interests, as well as the Health and Safety of its employees and also of the environment in which it operates. This ensures that it will maintain its leading role in the bolts sector, offering innovative fastening systems in partnership with customers, particularly those operating in the automotive sector. A. Agrati S.p.A. is therefore committed to pursuing the following objectives:

To provide products and services of excellence through the use of cutting-edge technologies; to be a supplier at global level for its customers; To listen to customers and develop a closely cooperative and trusting relationship; To achieve the key objective of "Zero defects", "Zero environmental damage", "Zero accidents", through a logic of continuous improvement; To promote the proactive participation of personnel with a strong focus on the development of competences and expertise; To preserve and safeguard the environment, health and safety with significant attention to the development of competences and expertise; To preserve and safeguard the environment, the health and safety of workers and of the surrounding population in full compliance with safety standards applicable to individual production facilities; To reduce environmental pollution and occupational accidents and illnesses to the absolute minimum.

In order to take proper account of the different contexts in which the various plants operate, each local facility has prepared its own document detailing the methods of implementing and developing the management systems referred to here:


- For Quality (ISO 9001:2015 and IATF 16949:2016) - For the Environment (UNI EN ISO 14001/2015) - For Safety (OHSAS 18001/2007)

These instruments are recognised as capable of facilitating the continuous improvement of business processes and the control and management of services to customers and to all stakeholders with an interest in the company. To this extent, this Policy document is:

Consistent with the analysis of the parties involved and their needs, with internal and external factors, with the analysis of risks and opportunities Appropriate for the purposes, the context and support of strategic guidelines,

and it represents:

A reference method for determining goals. A commitment to the continuous improvement of its management systems.

All of this means that the AGRATI Group's presence on the market can become incisive and competitive, by satisfying customers and providing them with an excellent service.


2.CODE OF ETHICS


2. CODE OF ETHICS The competitive situations in which AGRATI Group finds itself, the challenges of sustainable development and the need to take into account the interests of all legitimate stakeholders in the company's activities all reinforce the importance of clearly defining the values and responsibilities which are recognised, accepted, shared and undertaken by AGRATI Group, contributing to developing a better future for all. The Code of Ethics represents an organisation's identity card; it expresses the guidelines and principles that ought to inspire the conduct of its members and is the principal means of disseminating a culture of ethics within the company. If the company is to continue as the successful entity it is, then the organisation and each individual employee within it, when performing his or her tasks and duties, must be and be seen to be economically, socially and ethically responsible. All Group employees are bound by this duty: all cooperate optimally to achieve the Group's objectives in the context of their dealings with the Group itself. Each person must also, by his or her example, act as a model of behaviour for all personnel. The Code is brought to the attention of internal and external stakeholders through suitable communications activities. Compliance with the provisions of this Code should be considered an essential aspect of the contractual obligations of AGRATI Group employees, pursuant to Article 2104 of the Civil Code and to regulatory provisions which are applicable in the countries in which it operates, and also of its collaborators under existing contractual arrangements. The company undertakes to apply sanctions which are proportionate to the seriousness of the infringements of the Code and which are in conformity with applicable rules regulating the employment relationship, and to do so in accordance with the principles of consistency, impartiality and uniformity.

2.1. CORPORATE SOCIAL RESPONSIBILITY

a. Responsibility to suppliers

b. Responsibility to customers

c. Responsibility to employees

d. Responsibility to shareholders

e. Responsibility to the company

2.1.1. Responsibility to suppliers

2.1.1.1. Integrity of dealings - The purchasing process must, on the one hand, reconcile the principle of achieving the maximum

competitive advantage with the need to provide equal opportunities to each supplier or potential supplier.


- In managing dealings with suppliers and potential suppliers, AGRATI undertakes to comply with the principles of legality, transparency, integrity and good faith. The Group does not intend to exploit competitive advantages from suppliers based on non-responsible conduct. The Group undertakes to avoid attempts to take advantage of contractual lacunae or of unforeseen events in its current dealings, in order to renegotiate the contract with a supplier purely to exploit the latter's position of weakness or dependency. In this area AGRATI Group prefers to act directly with the supplier and not avail of intermediaries or intermediation save to the extent technically necessary to implement the supply (general-contractor, authorised sub-contract, etc.). - This commitment, which involves the relationship with the system of suppliers in its entirety, is therefore required from all corporate functions implicated in any way in this relationship. Each non-company collaborator should appreciate that his or her conduct will reflect on AGRATI Group and will influence his relationships inside and outside the company. - Dealings with suppliers are regulated by objective criteria only. Under no circumstances may the personal relationships and interests of a collaborator, of any organisational unit, influence the award of a contract or order. No collaborator may directly or indirectly secure personal gain or benefits from the award of a supply contract. Any act which influences the selection of a supplier either directly or indirectly, should be avoided.

2.1.1.2. Confidentiality - AGRATI Group guarantees the confidentiality of information in its possession which it receives from the suppliers, and it refrains from actively seeking out confidential data, unless this is specifically authorised and in conformity with applicable legal rules. - Non-company collaborators of AGRATI Group shall not use confidential information received from suppliers for purposes unrelated to the exercise of their activity. - AGRATI Group takes all reasonable and necessary measures to ensure that the confidential information of suppliers is not used in order to gain a competitive advantage, and undertakes as follows:

i. to maintain the confidentiality of documentation and information acquired from current and/or potential suppliers;

ii. not to make opportunistic use of such documentation and information in order to maximise the outcome of negotiations in its favour or in favour of a competitor;

- It is always forbidden to send other tenderers information on the identity of the tenderer or the content of its bid.

2.1.1.3. Potential conflicts of interest - Situations should always be avoided where the parties to a transaction are or simply appear to be in a conflict of interest. - The mutual benefits arising from belonging to a group of enterprises are pursued in compliance with this Code of Ethics. Therefore no situation should be created which benefits one company to the detriment of the others. For all the more reason, no situations may or should be created which benefit one enterprise to the detriment of AGRATI Group as a whole. - Each non-company collaborator should keep its interests separate from those of the Group. Their decisions should not be influenced by private interests or personal relationships. Potential conflicts of interest should be immediately reported. Further information on dealings with suppliers may be found in the corporate Group Supplier Manual.


2.1.2. Responsibility to customers To acquire and retain customers with continuous R&D, and to be able to provide products and solutions that satisfy customer expectations in terms of quality, service, safety and environmental impact. Business ethics

AGRATI Group's business affairs and corporate activities should be conducted within a framework of transparency, honesty, integrity, good faith and in full compliance with the rules safeguarding competition.

AGRATI Group requires honesty and integrity from all entities involved in its commercial activity, and it expects the same from all those with whom the Group has business dealings - customers, suppliers, partners, agents.

AGRATI Group supports free and fair trade, respecting applicable competition laws.

AGRATI Group also supports transparency and openness, without prejudice to trade and business secrets which, if disclosed, could undermine its competitiveness and/or its dealings with customers and/or partners. AGRATI Group Code of Ethics requires that:

- All forms of corruption and/or extortion are prohibited and, accordingly, all forms of payment to agents, suppliers and partners should constitute consideration for a demonstrable service; - Gifts and other favours provided for hospitality purposes should not go beyond normal expectations in this area and should be in conformity with local laws; - All employees should avoid any conflict of interest where their private interests come into contact with company financial matters; any doubt in this regard should be brought to the attention of the Executive Committee; - All transactions carried out on behalf of AGRATI Group should be specified in the company's accounting books, in accordance with group rules and applicable laws.

2.1.3. Responsibility to employees

HR Mission: - AGRATI Human Resources are an indispensable asset that can effectively guarantee the fulfilment of the corporate mission and the protection of company stakeholders; - We consider our employees to have the right combination of skills, motivation and passion required in order to carry out their work duties in the best possible conditions; - We are committed to providing a safe, stimulating and rewarding work environment, offering equal opportunities for learning and professional development. - We afford to our employees the same respect, in professional and in human terms, which we expect their company counterparts to afford them, whether these are inside or outside the company.

All AGRATI Group employees, without distinction or exception, are required to ensure that their

conduct and actions conform to the principles and provisions of the Code of Ethics in the context of their functions and responsibilities, in the knowledge that compliance with the Code is an essential prerequisite of the quality of the professional service provided.


Dealings between persons belonging to the AGRATI Group, at all levels, should be characterised by standards of honesty, correctness, integrity, good faith and mutual respect.

Work ethics: leadership and worker relations are based on fundamental values.

These values, moreover, require that all employees should be treated equally, in good faith and

with respect, without discrimination of race, gender, age, disability, social background, religion, sexual orientation, trade union membership or political affiliation;

- AGRATI Group does not make use of child labour, in compliance with laws applicable in the countries in which it operates; - AGRATI Group respects the entitlement of all employees to form and join trade unions

chosen and collectively negotiated by them. AGRATI will ensure that the official representatives of these unions are not subject to discrimination and that they are able to access their external trade unionists and their work;

- AGRATI Group guarantees that salaries and associated benefits comply with the minimums provided for by applicable laws in the relevant country;

- AGRATI Group respects applicable legal provisions pertaining to normal working hours in each country in which it operates;

- AGRATI Group is committed to offering a healthy and safe workplace to all employees; - AGRATI Group is ISO 14001 certified. It undertakes to limit occupational accidents and reduce

them to the minimum; - AGRATI Group is committed to providing all employees with constructive training

opportunities so that they can develop their skills; - AGRATI Group will give all employees equal opportunity to compete for the various job

positions advertised. Only objective skills and abilities will be taken into account as differentiating and determining factors in selecting the right person for the job.

2.1.4. Responsibility to shareholders

AGRATI Group is committed to protecting shareholders' investments and achieving reasonable, sustainable returns. Financial ethics The return on investment for shareholders has always been considered an important factor in determining alternative strategies and actions. AGRATI Group considers it necessary for shareholders to be able to participate in decisions that affect them and to make informed choices. Therefore, the company is committed to ensuring the optimal transparency and promptness of information on the Group's activities, results and strategies that is communicated by shareholders on the market, including through the company website. The Group undertakes, moreover, to take due account of information or advice that is legitimately communicated by shareholders in the relevant venues.


2.1.5. Responsibility to the company In order to manage the business as a responsible member of our company, AGRATI Group

acts according to applicable legal provisions, expressing its support for the international protection of declared human rights, ensuring that it is not complicit in human rights violations and always paying attention to health, safety and environmental considerations with a view to contributing to sustainable development.

Social ethics

- Communication

It is AGRATI Group's policy to be open and accessible, providing consistent information on the Group and on products, services and development.

Information that is essential to the parties concerned should always be provided as soon as possible, as and when circumstances permit.

- Environment, health and safety

AGRATI Group is firmly committed to contributing to environmentally sustainable development. Accordingly, AGRATI Group is committed on an ongoing basis to improving care for the environment and guaranteeing the health and safety of those who are dependent on the Group's activities.

Responsibility for environmental protection is shared throughout the Group - each employee has an important role to play.

- Relations

AGRATI Group acts in a socially responsible manner in compliance with applicable domestic rules in all the countries where it has a presence.

The best contribution which the AGRATI Group can make to economic and social development is to manage the Group profitably so as to create jobs and support its customers.

- Suppliers

AGRATI Group encourages its suppliers to subscribe to similar codes of conduct. Suppliers who refuse to do so risk being excluded from the list of AGRATI Group suppliers.

- Political matters

AGRATI Group does not intrude into the political life of the countries where it operates.

Accordingly, AGRATI Group is forbidden from making financial contributions to political parties or to politicians. Nor is it permitted to participate in party politics.

In its dealings with governments or international organisations, AGRATI Group is entitled and occasionally obliged to make its opinion felt on matters of concern to the company, its employees, customers and shareholders. The Group Chairman and the Managing Director - in person or through a specific delegated power - are the sole parties authorised to make political statements on the company's behalf.


The AGRATI Group publishes a Corporate Social Responsibility Report each year which, together with the aforementioned principles and provisions, describes the activities and results achieved in the various areas of engagement. 2.2. CORPORATE HEALTH AND SAFETY COMPLIANCE AGRATI Group defines a policy to ensure the optimal protection of health and safety in the workplace and prevention of all potential forms of risk, with a view to continuous improvement in this area. This policy is applied equally to its own employees and also the employees of external enterprises when the latter are called upon to carry out work at the Group's sites. In order to improve and monitor compliance with Health and Safety management, the Group applies an implemented system based on the Risk Assessment Document, duly updated and notified, which is periodically assessed and certified by independent third parties and which makes reference to international standards (BS OHSAS 18001), national guidelines (UNI INAIL 2001 Guidelines) and to the Quality, Environment and Safety Policy. All employees, non-company collaborators and third parties are required to comply strictly with all measures required by the AGRATI Group’s internal procedures and regulations on health and safety in the workplace, prepared and updated in conformity with applicable law; each person is required, in particular, to report any dysfunctions or potential improvements to his/her immediate superior.

2.3 CONTROLS The Code of Ethics is one of the cornerstones of the control system and is an integral part of the Organisation, Management and Control Model implemented by AGRATI Group in compliance with Legislative Decree 231/2001. The internal control system should be oriented towards the adoption of tools and methodologies to combat potential business risks, in order to be able to reasonably guarantee compliance not only with applicable laws, but also with internal company provisions, directives and procedures. Management is responsible for ensuring, on an ongoing basis, that Recipients’ conduct is in conformity with the provisions of the Code and, if necessary, it should implement special audit programs. 2.4 COMPLIANCE WITH THE CODE OF ETHICS, REPORTING OF INFRINGEMENTS TO THE SUPERVISORY AND CONTROL BODY Compliance with the provisions of the Code of Ethics should be considered an essential element of employees' contractual obligations, pursuant to Article 2104 of the Civil Code and to applicable regulatory provisions in force in the various countries in which the group operates. Compliance with the Code should also be considered an essential feature of the contractual obligations undertaken by non-company collaborators and/or persons engaged in business dealings with AGRATI Group. The company's Managers and Department Heads are responsible for ensuring that its non-company collaborators understand and put into practice what is expected of them. The aforementioned Managers and Depart and Heads, therefore, should ensure that the commitments indicated in the Code of Ethics are duly respected.


In order to guarantee that the Code of Ethics is effectively applied, AGRATI Group - duly respecting privacy and individual rights - provides information channels which may be used by all those who encounter cases of non-compliance with the Code of Ethics within the company, to report these to directly to one's immediate superior freely and confidentially or, in urgent cases, directly to the Supervisory Body. The reports should in any case be in writing, and in non-anonymous form (the so-called ”Whistleblowing” provision) and emailed to [email protected]. If information should emerge of an infringement or attempted infringement of the provisions of the Code of Ethics, the company shall ensure that nobody in the work context will suffer retaliation, unlawful pressure, trouble and/or discrimination of any kind, for having reported an infringement of the Code of Ethics or of internal procedures to the Supervisory Body. Moreover, the company will follow up the report with suitable verifying assessments and, if appropriate, will impose suitable sanctions. 2.5 THE DISCIPLINARY AND SANCTIONS SYSTEM The infringement - if established - of the principles enshrined in the Code of Ethics and in the procedures of internal protocols compromises the relationship of trust between the company and its directors, employees in general, consultants, non-company collaborators on whatever basis, customers, suppliers, commercial and financial partners. Those responsible for infringing provisions of the Code of Ethics will be pursued immediately and with determination by imposing appropriate and proportionate disciplinary measures and/or sanctions, if considered necessary to safeguard the company's interests and done in accordance with applicable regulatory provisions, irrespective of whether such conduct has implications under the criminal law and of whether criminal proceedings have been instituted in cases constituting a punishable offence. If verified infringements of the Code of Ethics are established, in consultation with the Supervisory and Control Body, then the Human Resources Department or other competent functions will impose the appropriate disciplinary measures. Verified infringements of the Code of Ethics may also justify the company - in compliance with applicable legal and contractual rules - in relieving those responsible of their duties. Any form of retaliation against persons who have reported potential infringements of the Code of Ethics or requested clarification on its implementation procedures - also constitutes an infringement of the Code of Ethics. All those who have dealings with the company, on any basis whatsoever, should seriously consider the possible repercussions of infringing the company's Code of Ethics and internal protocols. The company will, therefore, disseminate knowledge of the Code of Ethics and of the company's internal protocols and/or procedures, and also provide information on the sanctions applicable in cases of infringement and on the methods and procedures for imposing same. In order to safeguard its image and its own resources, the company will not engage in dealings of any kind with persons or entities who do not operate in strict compliance with applicable regulatory provisions, and/or who refuse to behave in accordance with the values and principles enshrined in the Code of Ethics, or to comply with the procedures and regulatory provisions contained in the attached protocols.


3. PRIVACY


3. CONFIDENTIALITY 3.1. SAFEGUARDING COMPANY SECRECY AGRATI Group promotes research and innovation by management and employees, within the remit of the functions and responsibilities assigned. The intellectual assets generated by such innovative activity constitute an absolutely key asset of AGRATI Group. The research and innovation is dedicated particularly to the promotion of products, instruments, processes and behaviours that are increasingly advantageous in terms of technical efficiency, reduction of detrimental environmental impact, health and safety of employees, of customers and of the local communities in which the Group operates and, in general, in terms of the sustainability of the company’s business activities. The Persons involved in AGRATI Group shall contribute - within the remit of their duties and responsibilities - to the management of intellectual assets, in order to facilitate their further development, protection and optimisation. The information, knowledge and data acquired or processed in the course of their duties and functions are owned by AGRATI Group and shall not be used, communicated or disclosed without special authorisation from one's direct superior who occupies a management position, in compliance with specific procedures. 3.2. PRIVACY PROTECTION AGRATI Group undertakes to protect information and data pertaining to the Persons involved in the company and to third parties, which are generated or acquired within the company and in its business dealings, and to avoid any improper use thereof. AGRATI Group ensures that the personal data registered, stored and utilised are processed with the utmost confidentiality, and in conformity with applicable laws.

Agrati Group January 2018 · Agrati Group 2 January 2018 . Approved by the AGRATI Group S.p.A....

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