Code of Ethics

1. SCOPE AND COMPLIANCE WITH THE CODE OF ETHICS

In accordance with our regulatory environment, MECALUX Group (“MECALUX”) developed in 2015 the current Code of Ethics with the purpose of upholding and maintaining the highest ethical standards in the development of our business activities.

This document, which establishes the maximum level of rule in MECALUX, has the purpose of serving as a guide for all MECALUX employees and managers, inspiring their decision-making activities within our daily business.

All employees, executives, and members of the administrative bodies of MECALUX, regardless of their hierarchical level, geographical location, function, or the subsidiary/branch for which they provide their services, must know and comply with all the provisions of this Code of Ethics.

This Code of Ethics is also applicable to all persons or companies having a direct or indirect relationship with MECALUX (e.g. clients, suppliers, etc.), which shall gradually adhere to it.

2. VALUES

2.1 Compliance with the law and zero-tolerance for crime

Compliance with local, national, and international law, wherever we do business, is of vital importance to MECALUX.

Violation of laws, rules, and regulations can create serious consequences, including but not limited to prison sentences, fines, and damage to our reputation.

All MECALUX executives are required to familiarize themselves with the main laws, directives, and business policies that are relevant to their area of responsibility. An exhaustive knowledge of current business laws and policies is especially important for management positions that, due to their specific functions or due to the position for which they have been appointed, are responsible for the overall branch/subsidiary of MECALUX, and for the compliance with laws and directives of all employees within that subsidiary/branch of MECALUX.

Importantly, any questions or concerns regarding the legality of a decision must be addressed with the company’s legal counsel.

2.2 Commitment to Human and Labor Rights

MECALUX does not discriminate based on race, nationality, social class, age, sex, marital status, sexual orientation, ideology, religion, or political party affiliation.

MECALUX promotes the equal treatment of both men and women in terms of access to employment, training, promotions, and working conditions, in accordance to the essential functions and requirements of each job, at any time.

MECALUX will not tolerate any manifestation of violence; physical, sexual, psychological, moral, or other harassment; abuse of authority at work; or any other conduct that generates an intimidating or offensive work environment.

Specifically, MECALUX will promote measures to prevent sexual harassment at work.

2.3 Absolute rejection of Fraud and Corruption

MECALUX expresses its commitment to the prevention of crime and fraud. In particular, MECALUX does not tolerate practices that may be considered illegal, including those relating to money laundering, in the development of its relations with customers, suppliers, vendors, competitors, authorities, etc.

All types of fraud are prohibited, regardless of whether it affects the assets of the company or those of third parties. Appropriate controls must be established to prevent any form of fraudulent activity (such as fraud, embezzlement, theft, misappropriation, evasion, tax fraud or money laundering).

Offering or accepting bribes of any kind is prohibited in MECALUX, both in public and private sectors.

Hospitality, when offered in good faith and within reasonable limits, as well as business expenses intended to maintain courteous relationships or that are part of our presentation of our products or services, are considered a legitimate part of the company's activities. However, the MECALUX Anti-Corruption Policy establishes that these favors must not be offered or accepted when they intend to obtain or grant an unfair advantage. Specifically, favors of any kind shall not be accepted or offered to persons holding public office.

2.4 Respect for and protection of the environment

MECALUX must comply not only with the environmental laws, rules, and regulations applicable to the countries where we do business but also our own environmental and operational policies and procedures.

Specifically, MECALUX sets forth to:

Comply with all applicable environmental laws, rules, and regulations.
Hold our personnel responsible.
Implement an environmental management system.

This commitment is realized by:

Informing all of our employees and suppliers of our Environmental Policy.
Utilizing analysis and employing optimization techniques in order to achieve higher levels of environmental protection and prevent pollution.
Control compliance with laws, rules, regulations, and other applicable requirements.
Comply with waste management, discharges, and emissions regulations.
Train and sensitize employees, whose work activities have a significant impact on the environment, on these matters.

3.- OUR EMPLOYEES

3.1 Selection and evaluation

We select and promote our employees based on their individual and collective abilities and their work performance.

MECALUX does not tolerate discrimination based on race, nationality, social class, age, sexual orientation, gender, marital status, ideology, political affiliation or religion. MECALUX offers equal employment opportunities based on the essential functions and requirements of each job at hand.

3.2 Responsibilities

MECALUX employees shall comply with the following behavioral guidelines:

Dedicate their time at work exclusively to professional matters and always in MECALUX’s best interest.
Avoid conduct or behavior that may be considered, whether directly or indirectly, harassing or intimidating and inform the company of any such conduct or behavior.
Avoid activities that may be considered, whether directly or indirectly, illegal or corrupt.
Defend free and fair competition.
Treat others with respect and kind consideration.

3.3 Conflict of interest

MECALUX employees must avoid taking part in situations that may give rise to a conflict of interest. A conflict of interest occurs in such circumstances where there is a direct or indirect conflict between the personal interests of the employee or his/her relatives and the business interests of MECALUX.

As it relates to possible conflicts of interest, MECALUX’s employees must observe the following general guidelines and principles:

a) Independence: Act at all times with professionalism, with loyalty to MECALUX and its shareholders, and independently of their own interests or those of third parties. Refrain from giving priority to one’s own interests at the expense of those of MECALUX.

b) Abstention: When a conflict of interest may exist, refrain from intervening with or influencing decision-making that may affect those companies of MECALUX with which there is a conflict of interest, from participating in meetings in which said decisions are made, and from accessing confidential information related to said conflict of interest.

c) Communication: Employees must divulge any conflicts of interest that may involve them. To this end, the concurrence or possible concurrence of a conflict of interest must be communicated in writing to the employee’s immediate supervisor and to the HR Manager.

We must act in the same regard, as outlined above, with our current and potential clients and suppliers.

3.4 Fidelity and integrity of books, records, and accounts

The transparency of information is a fundamental norm that must govern the actions of MECALUX employees. On the other hand, operational and administrative activities must not be structured in such a way that they evade the established internal control system.

3.5 Assets and property

Employees must protect all business assets, including intellectual and industrial property, electronic media, equipment, funds, products, and services, and encourage efficient and legitimate business use thereof.

MECALUX’s positive reputation is one of our most valuable assets. Each employee is personally responsible for avoiding possible actions that may damage the company’s reputation and for complying with current legislation and the internal regulations of the company.

3.6 Confidential Information

Employees are responsible for protecting and keeping secret confidential information, proprietary business information, and trade secrets and for ensuring that these will not be used for any personal or third-party gain.

Valuable or confidential information is an important asset and, if applicable, must be transmitted both internally and externally by the authorized employee assigned to this purpose. In case of doubt, employees must first consult with their immediate supervisor on how to act.

For its part, MECALUX commits to not disclose personal information of its employees, customers, suppliers, or collaborators without the express consent of the interested party or parties, unless such disclosure is permitted by law. In no case will such personal information be used for purposes other than those that are legally or contractually required.

Likewise, employees are obliged to maintain the strictest confidentiality and keep secret all information of a confidential or sensitive nature that they may have regarding the companies or entities in which they had previously been employed.

These commitments shall remain in force after any termination of the professional relationship with MECALUX.

4.- RELATIONSHIPS WITH CUSTOMERS

We strive to be the first choice of our clients. We are a company oriented to offer solutions and provide services, and we must remember that the customer always comes first in terms of attention, dedication, and attitude.

The success of our business is based on the long-term relationships that we maintain with our clients. We are committed, therefore, to provide them with, and, when applicable, maintain for them, products and services that are safe and of excellent quality.

In addition, our contact with our customers and business partners in this and any other sector should be transparent. Employees must provide reliable information related to our products, services, and prices in order to facilitate the selection of purchases based on real and objective information.

4.1 Relationships with Public Administrations

Relations with public administrations should have maximum degree of transparency, honesty and correctness. MECALUX employees, either directly or through intermediaries, are prohibited from offering, granting, seeking, or accepting unjustified benefits or advantages that are meant to obtain a benefit for MECALUX, for themselves, or for a third party.

In particular, employees may not give or receive any type of bribe or commission to or from any other party involved, such as officials or personnel from other companies or political parties, customers, suppliers, or shareholders.

4.2 Suppliers

MECALUX employees must select, contract, and work with suppliers based on an objective and impartial evaluation of them, avoiding the influence of any conflicts of interest or favoritism. Employees must also provide reliable information to suppliers, without, whether directly or indirectly, misleading them or inviting them to carry out illegal or punishable activities.

In its relations with us, MECALUX requires its suppliers to comply with the ethical principles of the company and to have knowledge of and respect for, at all times, the provisions contained in this Code of Ethics.

4.3 Competitors

MECALUX shall comply with Anti-trust laws, avoiding any conduct that constitutes or may constitute collusion, abuse, or restriction of competition.

5.- OUR PRODUCT

We are responsible for the products and services that our customers use. With the aim that our products meet the expectations and needs of our customers, everything we do must be of the highest level of quality through our continuous commitment to innovation, manufacturing excellent, and quality control. Manufacturing excellence is based on discovering new and more effective methods to improve productivity and processes and to reduce costs, without compromising the high level of our quality standards.

We must ensure that we comply with all legislation, regulations, rules, codes, and laws in force at the local and global levels in all countries in which MECALUX conducts business.

Our interaction with customers, regulatory bodies, and certification entities must be at all times proactive and transparent.

6.- OUR HEALTH AND SAFETY

6.1 Health and Safety

MECALUX promotes a safety and health-at-work program and shall adopt the preventive measures established by current health and safety-related legislation at all times.

It is our responsibility to create work conditions that comply with legal requirements in terms of health and safety. Protecting the health and safety of employees in the workplace is a priority for MECALUX.

MECALUX employees and management shall respect and comply with the regulations related to health and safety at work, with the aim of preventing and minimizing occupational risks.

If an employee has knowledge of an accident or a dangerous situation, it is their duty to inform the Health & Safety Manager without delay, and, if necessary, to take corrective measures.

Likewise, MECALUX encourages the contractors with whom we work to comply with their standards and programs regarding occupational safety and health.

7. MISCELLANEOUS

7.1 Dissemination of the Code of Ethics, consultations, and communication of breaches

The Code of Ethics, as a formal, official document, shall be distributed to all employees either by email or by printed hard copy, depending on their job position. It will also be made available on the company’s local intranet.

MECALUX has made available for its employees the email address compliance@mecalux.com for employees to be able to communicate any suspicion of breach of this Code of Ethics or to inquire about the application or interpretation of it.

All such communications will be treated confidentially.

MECALUX undertakes to handle this information with the strictest compliance to legislation related to the protection of personal data.

Conduct that is contrary to either the principles contained in the Code of Ethics or any other internal company regulations may lead to disciplinary action up to and including the enforcement of the corresponding sanctioning regime. Any disciplinary action taken shall take into account the seriousness of the breach, the applicable labor and employment laws, and any Collective Bargaining Agreements that may be in force.

7.2 Revisions

The Code of Ethics may be reviewed and updated periodically.

Any revision or update that involves a significant modification of the Code of Ethics, even when required by the legislation of any of the countries in which MECALUX does business, will require approval by the Board of Directors of MECALUX S.A.

7.3 Approval

The Code of Ethics was approved at the meeting of the company’s Board of Directors held on June 30, 2015.

The Code of Ethics has been revised and updated in October 2018, and was approved by the company’s Board of Directors at the meeting held on December 20, 2018.