CODE OF CONDUCT

MELSAM CONSTRUCTION SRL

1.               The purpose and the objectives of the code of ethics and professional conduct

This Code of Ethics and Professional Conduct establishes the rules of ethical behaviour during the performance of service duties. It is applicable for both the management staff and the executive staff of the company, as well as its affiliates.

The staff based on individual employment contracts, as well as business affiliates, will respect and put into practice the rules and ethical principles promoted by the code, in order to avoid dysfunctions in the exercise of their duties as well as outside of them, in order to avoid the damage of the company's interests and/or image.

By appropriating and applying the rules of ethical behaviour by all employees, the company aims to:

• increase the quality standards of our services and the specific attributions, according to the job description;

• create an appropriate environment for carrying out professional activity and preventing non-compliant practices;

• informing all interested parties (authorities, providers, contributors, etc.), regarding the standards of moral behaviour and professional conduct that they are entitled to expect from all company employees;

The rules of ethical and professional behaviour will be interpreted in all cases, in close correlation with the current related laws, with the stipulations of the applicable collective labour agreement, with other provisions and regulations regarding the conflict of interests, integrity and professional competence related regulations, with the provisions of the applicable collective labour agreement, with other provisions and regulations regarding the conflict of interests, integrity and professional competence

The rules of ethical and professional behaviour will be interpreted in all cases, in close correlation with the related current laws, with the stipulations of the applicable collective labour agreement and also with other rules regarding the conflict of interests, integrity and professional competence.

2.               General principles of ethics and professional conduct

The company’s employees must perform their duties with integrity and competence, acting with good faith, diligence and loyalty towards the company.

Employees have the obligation to promote appropriate conduct, which does not raise suspicions regarding fairness and impartiality in the activities carried out at the workplace.

The employees will support and actively contribute to maintaining an appropriate environment for the activity. The attitude of employees towards colleagues, subordinates, employers and superiors, as well as towards company collaborators, control bodies, third parties with whom they come into contact in the exercise of their duties, must be characterized by solicitude, respect and good faith.

All information to which the employee has access, or which is received in the course of the exercise of his duties, or independently of his capacity as an employee and which is related to the company, is confidential. The rule is applicable unless their disclosure is expressly authorized by the management of the company, is required by law, or by the control or investigation bodies, legally empowered, or by the courts. The obligation of confidentiality is unlimited in time.

The employees will aim, during their entire activity, to improve their professional performance, contributing to the achievement of the employer's professional goals and to increase the quality of the tasks performed in the fulfilment of their duties.

3.               Statute of professional ethical behaviour

Employees are prohibited from behaviour that may cause damage to the company, such as the ones shown below, and not only:

• making false statements or concealing factual matters, in bad faith or for other inappropriate reasons;

• using the resources of the company or the effective working time for purposes other than for the fulfilment of the specific duties of the service;

• intentionally advising, allowing or neglecting to observe the facts of third parties acting in bad faith or illegally against the company's interests;

• concealing essential aspects or providing erroneous information, at the request of the superiors or the colleagues with whom they are in collaborative relationships at the workplace or of the legally empowered control bodies.

It is mandatory for the employees to get to the workplace according to the approved brought to their attention schedule, to respect and use working time efficiently.

Employees must show up at the workplace suitable for carrying out their tasks, not to be under the influence of alcoholic beverages or drugs and also to have a decent and neat appearance.

            Smoking is only allowed in specially arranged places, according to the current laws. Employees must properly maintain and use the machinery under management, computer technology, installations, equipment, other goods used at the workplace.

            It is forbidden to destroy, alter or falsify the company's documents or databases, as well as their use for purposes other than for the performance of the assigned duties.

Employees are obliged to maintain professional secrets and confidentiality regarding the information or documents they become aware of in the exercise of their duties.

The communication of data or information regarding the company's activity is strictly prohibited. Requesters of such data will be guided to the management of the company or to the persons mandated by the management of the company.

Employees are prohibited from acts of fraud in connection with the specific activity, corruption or favouring it (for example, acts of receiving/giving bribes, influence peddling, receiving/giving undue benefits - money, services, gifts, - or promising favours in exchange for them).

Employees must avoid any situation that involves or may generate conflicts between their own interests and the interests of Melsam Construction SRL.

Employees have the obligation not to harm the honour, reputation and dignity of the people with whom they are in work relations, as well as with the other persons - contributors, third parties, control bodies - with whom they come into contact in the exercise of their duties, by using offensive expressions, disclosure of aspects of private life or making slanderous statements.

            Employees with management positions, in the exercise of specific assignments, have the obligation:

• to ensure equal opportunities and treatment regarding the career development of the subordinate staff

• to fairly review and apply the professional competence assessment criteria for subordinate staff, when proposing or approving advancements, promotions, transfers, appointments, dismissals or granting material or moral incentives, excluding any kind of favouritism or discrimination

It is forbidden for employees to favour or limit access or promotion based on discriminatory criteria related to sex, religion, age, ethnicity, kinship, affinity or other factors.

Anti bribery and anti corruption policy

In addition, our company includes in the code of conduct an anti bribery and anti corruption policy.

This policy establishes the relevant principles and rules that need to be respected by employees, collaborators, affiliates and anyone who has or will have contractual relations with the Melsam Construction SRL Group, regarding the observance of anti-corruption concepts.

If the legal framework in a particular market or country is stricter than this policy, the related legislation will be considered. This policy becomes applicable on October 1st, 2022 and must be implemented by Melsam Construction, as well as all the companies in the group. For situations where the need for stricter departmental rules is identified, these additional restrictions may be implemented without affecting this policy.

Corruption represents the abusive use of public power, in order to satisfy personal or group interests. It is very common in society and is particularly serious because it favours the interests of individuals, especially in the economic area, affecting collective interests by: appropriating, misappropriating and using public resources in personal interest, occupying public positions through preferential relations, concluding some transactions by circumventing moral and legal stipulations.

Corruption refers to a set of immoral, illicit, illegal activities carried out not only by individuals with leadership positions or exercising a public role, but also by various groups and organizations, public or private, in order to obtain material or moral advantages or a higher social status by using forms of coercion, blackmail, deception, bribery, purchase, intimidation.

Therefore, the term "corruption" is directly related to that of "integrity". Corruption is not only found in the public environment, but also in the private one, and it does not only consider financial benefits, but also advantages of any kind, including non-material ones, such as approvals, climbing the hierarchical structure, etc.

Bribery is a sum of money or any other object given or promised to a person in order to induce him to violate his duties of service or to fulfil them according to the illegal wishes of an individual.

The determining elements of this anti-bribery and anti-corruption policy are represented by the social and economic values ​​that the law has the duty to protect.

Our Group prohibits employees and collaborators from offering, promising, authorizing or accepting and soliciting, directly or indirectly, any payment, gift or any item of value with the aim of obtaining undue advantages.

The anti-corruption and anti-bribery policy applies:

• Directors

• Managers

• Employees and collaborators

• Spouses and family members

4.               Principles and Basic Rules

Employees/collaborators are prohibited from bribing or using intermediaries (agents, consultants, distributors) in order to obtain undue advantages through bribery. Melsam company does not differentiate between public representatives and individuals from the private sector in terms of offering/receiving bribes, as bribery is not accepted in any of its forms, to any person, regardless of their status, according to our policy.

Our companies will always request an analysis of the act of offering or promising any object of value to any person, if this action could be considered illegitimate. For any doubts regarding this subject, information can be obtained from the Legal Department, the department being notified of the existing situation always before the situation occurs.

Bribery can take various forms, from cash to valuable products/services. Moreover, even certain common business practices or social activities, under certain circumstances, can be considered acts of bribery and corruption.

5.               Connection with public officials

Melsam does not differentiate between public officials and private individuals in the application of anti-bribery rules. However, it is particularly important to recognize the person with the title of public servant because stricter and more specific rules are applicable to this category, which do not apply in the private business environment.

The term of “public servant” in the Romanian legislation is defined as that person who:

a)               performs duties and responsibilities, established under the law, in order to realize the prerogatives of the legislative, executive or judicial power

b)               is in a position of dignitary or a public position of any nature

c)               alone or not, within an autonomous government, another economic operator or a juridical person with full or majority state capital, performs attributions related to the achievement of its specific activity

It is also considered a public servant, the person who performs a service of public interest for which he was vested by the public authorities or who under their control or supervision regarding the performance of that public service.

All of the Melsam employees, collaborators and affiliates must have an appropriate behaviour and will only apply ethical and fair practices. They will not participate or initiate any activity that could affect the integrity of the public servant, the reputation of the Melsam company or the companies in the group.

The interaction between Melsam and public officials must be led by the highest standards of ethics and professionalism, and it is necessary to avoid any conflict of interest or behaviour that could lead to the idea of ​​offering advantages of any nature and/or trafficking/buying of influence.

6.               Facilitation payments

Melsam Construction prohibits any facilitation payments as they are considered another kind of bribery. These payments are unofficial, inappropriate - not necessarily of high values ​​- which facilitate obtaining results in a shorter way than the legal one. These facilitation payments have the purpose of reducing response and action time from government bodies.

Our employees must not accept or request gifts, payments or other inducements and favours for carrying out work for and on behalf of the company or group companies. Gifts, hospitality and/or entertainment events must never be promised or offered for the purpose of obtaining favours for Melsam, to reward such actions already taken or to remove the disadvantages of the company or group companies in that business. Money, gifts or cash equivalents (for example: vouchers) should never be given.

An employee may offer or accept hospitality within decent limits, from a potential or current partner, as long as internal policies and business culture allow such actions and only if do not bring harm to the company's name.

Also, under the same conditions as those presented above, gifts of modest value may be given or received, only if allowed by the local practices, company policies and procedures, and also promotional products such as diaries, calendars, and any minor office supplies. In all cases, all expenses generated must be documented in a transparent manner, approved by superiors and registered, according to local standards.

Before initiating new business opportunities, a review of the business partner(s) will be conducted in terms of integrity and the requirements of this policy. For potential risks identified regarding anti-bribery and anti-corruption practices, the contract(s) will be concluded/negotiated in such a way that these risks are covered, for the safety of Melsam's business.

7.               Connection with third parties

Melsam Group companies can carry out commercial relations with a third party, only if the following conditions are met:

• A real need has been identified for the goods/services provided by the third party;

• The prices charged by the third party are within the limits on the market;

• The third party is suitable from the point of view of Anti-corruption analysis

• The transaction is solved by a document with legal effect (contract, firm order).

8.                Rules for the implementation of the anti-corruption policy

Employees must get to know and follow the concepts and rules described in this procedure and respect the entire anti-corruption policy.

The legal department can provide information and guidance on the application of the policy at any time.

Failure to comply with this policy will not be tolerated and may lead to disciplinary investigation or even attract the application of sanctions up to the most serious: salary reduction or ending of individual employment contract.

Each team leader within Melsam is responsible for distributing this policy and guiding the subordinate team, in order to comprehend the rules. Melsam expects the entire management team to lead by example in all situations and requires all its employees and collaborators to comply with anti-bribery and anti-corruption principles and rules.

This procedure applies to all employees, being implemented, monitored and applied continuously.

9.               Reporting procedure for violation of the policy

Melsam Construction employees and business associates who know or reasonably believe that violations of this policy have occurred must report as soon as possible by:

E-mail: liviu.tintar@melsam.com

Phone number: 0314343374

Address: Melsam Construction SRL, str. Nicolae G. Caramfil, nr. 49, etaj 5, sector 1, București.

Any report will be treated with the utmost confidentiality and there will be no action against the complainant as a result of the report. Also, any reporting must be submitted with good faith, based on true actions.