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Contact Ethics Referent ALM INTERNATIONAL Group :

Fundamental principles

•   Compliance with legislation
•   Respect for people
•   Fair Competition
•   Relations with clients, suppliers and other business partners
•   Fight against corruption
•   Conflicts of interest
•   Insider trading
•   Confidentiality
•   Accuracy of accounting and financial information
•   Use of the Group's IT resources
•   Protection of the Group's assets
•   Health and safety in the workplace
•   Environmental protection
•   Communication with third parties
•   Implementation
•   Procedure for collecting alerts
•   Sanctions
•   Entry into force and modification of the Ethics Charter

The Ethics Charter defines the principles and values to which ALM INTERNATIONAL and all its subsidiaries (hereinafter "the Group" or "ALM INTERNATIONAL") adhere and which must guide each Group employee in the daily practice of his or her profession.

Integrity, ethics, social responsibility, loyalty, respect for the individual, transparency, the fight against corruption and unfair competition are fundamental values of the Group in the conduct of business.

This Ethics Charter applies to all the Group's employees (corporate officers, directors, managers, employees, etc.), hereinafter referred to as "employees", as well as to all persons with whom the Group is associated, such as its clients, suppliers, advisors, auditors, consultants, subcontractors, agents and other intermediaries representing ALM INTERNATIONAL.

The principles set out in this Charter encourage ALM INTERNATIONAL to conduct business and perform work in a manner that maintains and enhances the trust of customers and stakeholders.

Each employee, whatever his or her hierarchical level, must apply, within the limits of his or her duties and responsibilities, the rules set out below, which are part of the loyal and good faith execution of his or her employment contract or corporate mandate, and must ensure that these rules are also applied within his or her team or by the persons under his or her responsibility

Employees who fail to comply with applicable laws or regulations, or with the principles of this Charter, may be subject to disciplinary measures in accordance with internal regulations and/or legal provisions.

Article 1: Compliance with legislation

The Group is committed to respecting the laws and regulations in each country where it operates. Respect for the law is an essential value.

It is the responsibility of all employees to be fully aware of and comply with applicable laws and regulations, as well as the various policies and guidelines established by the Group in its various areas of activity.

All employees are required to inform themselves of the provisions in force in the Group concerning their area of responsibility, to observe them and, in case of doubt or need, to consult the competent departments for further information and advice.

Article 2: Respect for people

The management of human resources, the leadership of employees, as well as relations between employees, are based on the principles of mutual trust and respect, with the aim of treating everyone with dignity.

The Group intends to apply a fair and legally compliant Human Resources policy.

In particular, it prohibits any discrimination. Any pressure, prosecution or harassment of a moral or sexual nature is prohibited.

Each employee has the right to respect for his or her private life, in particular through the regulations on computer data. Ensuring and enhancing the safety of employees in the performance of their activities is an ongoing concern.

Article 3: Fair Competition

ALM INTERNATIONAL ensures that the rules of competition are respected so that competition is fair and equitable.

No action of the Group shall prevent, restrict or distort competition.

ALM INTERNATIONAL rejects all unfair competitive and commercial practices, in particular any agreement with competitors or any concerted practice concerning financial conditions, the distribution of services, markets or clients.

Not only any formalized agreement, but also any concerted practice or informal discussion having the effect or purpose of restricting free or fair competition is prohibited.

In this way, the financial conditions are set independently, and our competitors and customers are free to make their own decisions.

Article 4: Relations with clients, suppliers and other business partners

ALM INTERNATIONAL maintains honest and fair relationships with all its stakeholders and in particular with its clients, suppliers and other business partners, in accordance with the ethical principles listed in the preamble.

Consequently, the Group is obliged to honour its contractual commitments and to respect both the letter and the spirit of its commercial agreements. Employees must ensure that they act with professionalism, integrity and fairness to encourage customers to use the Group's services.

Commercial action, both in France and abroad, is carried out in compliance with local regulations, which all employees are required to know. In particular, the Group complies with the specific rules governing private and public procurement, regardless of the country in which it operates.

ALM INTERNATIONAL endeavours to select its suppliers and service providers on the basis of criteria of quality, performance, cost and suitability to its needs. The Group expects an equivalent commitment from its partners in terms of respect for human rights, fair sales and marketing practices, protection of confidential information and intellectual property, the fight against corruption and, more generally, business ethics.

It is the responsibility of each employee to select partners on an objective basis, without favouritism or discrimination, by applying a rigorous selection process.

It may be necessary to use external business partners (business introducers, subcontractors) to provide services. Any employee using a business partner must ensure that appropriate checks are carried out and that the business partner has undertaken to comply with the requirements of this Charter before entering into a business relationship with them.

The services provided by ALM INTERNATIONAL comply with established quality, health, safety and environmental standards on its own sites and those of its clients.

Article 5: Fight against corruption

ALM INTERNATIONAL is committed to fighting against corruption, influence peddling, misappropriation of public funds, favouritism or any other breach of probity in the countries in which it operates.

It applies national and international anti-corruption laws in all countries where the Group operates.

ALM INTERNATIONAL, has developed an anti-bribery code of conduct in order to meet the requirements of the French law known as "Sapin II" of 9 December 2016. This anti-bribery code is intended to guide the actions and behaviour of employees on a daily basis with regard to:
• Gifts and invitations,
• Relations with public officials,
• Relations with suppliers and clients,
• Patronage and sponsorship,
• Relations with consultants,
• Facilitation payments.

These provisions are described in more detail in the anti-bribery code of conduct to which reference should be made.

Article 6: Conflicts of interest

A conflict of interest arises when, for example, an employee is in a position to influence a Group decision that may confer a personal benefit on him or her or on a relative or close friend.

ALM INTERNATIONAL's business decisions are made objectively, without any personal considerations.

Any activity or mission of the Group's employees and governance bodies (Board of Directors, Management Committee, etc.) that goes against the interests of ALM INTERNATIONAL is forbidden by the Group.

Many situations can give rise to this type of conflict, particularly when an employee or someone close to him or her has a direct or indirect interest in a competitor, supplier or customer of ALM INTERNATIONAL.

Ancillary activities on behalf of a competitor's, client's, partner's or supplier's companies, as well as financial holdings in such companies, must be communicated to the line manager who will inform the Ethics Officer; they are only permitted with the express written authorisation of the Management.

Financial contributions from close family members must be reported to the Management. The same will apply if a close family member is an employee of a competing company, customer or supplier.

ALM INTERNATIONAL employees must identify potential conflicts of interest, disclose them to their line manager and act in the best interests of the Group in all circumstances.

In the interests of integrity, they should also refrain from any action that could lead to a real or potential conflict of interest. One should not use one's position within ALM INTERNATIONAL for direct or indirect personal gain. When faced with a conflict of interest, the employee should not take part in the decision concerned.

Article 7: Insider trading

Any information that has not been officially made public, directly or indirectly concerning a listed company and which - if made public - could have an impact on the price of the company's securities or on the price of financial products linked to these securities (shares, bonds, loans, call or put options, etc.) (insider information) must remain confidential until it is published by the authorised persons in compliance with the applicable stock market regulations.

Any employee with access to such information (permanent or occasional insider) must keep it confidential and refrain from disclosing such information or from carrying out any transaction in shares either for his or her own account or for the account of others as long as this information has not been made public. This prohibition concerns the securities of the company of which this person is an employee as well as those of any other listed company about which he or she holds privileged information.

Using this information for direct or indirect personal gain is not only contrary to the Group's rules of conduct but also to the law and in particular to the AMF regulations.

The persons concerned are the members of the Board of Directors, the Management Committee, by virtue of their status (permanent insiders) and, where applicable, on a case-by-case basis depending on the operations, certain employees of the Group, lawyers or partners (occasional insiders).

The Group registers permanent or occasional insiders on a list after informing them of the rules applicable to the possession, communication and use of insider information and of the sanctions incurred in the event of violation of these rules.

Article 8: Confidentiality

ALM INTERNATIONAL endeavours to ensure that confidentiality in the use of data, information, know-how, intellectual and industrial property rights and business secrets related to its activities is respected within the Group and in the execution of its contracts.

All employees are required to keep confidential information about ALM INTERNATIONAL, its customers, suppliers and employees to themselves. This obligation continues even after they leave the Group.

All confidential information must be kept and remain confidential, unless it has been the subject of authorised public dissemination, as its unauthorised disclosure may be detrimental to ALM INTERNATIONAL.

Each employee must ensure that any information that is not public remains strictly confidential. This obligation of confidentiality does not only cover information relating to ALM INTERNATIONAL.

Each employee must:
− limit the disclosure of confidential information to those with a legitimate need to know;
− to keep securely, in any format (paper or electronic), all confidential data relating to the activities of ALM INTERNATIONAL and the companies with which it has business relations;
− prevent any disclosure of confidential information to persons outside ALM INTERNATIONAL (including their family members).

Article 9: Accuracy of accounting and financial information

ALM INTERNATIONAL is committed to providing accurate, transparent and regular information.

The fairness of the accounts enables the Group to base its decisions on complete, accurate and reliable information.

ALM INTERNATIONAL and its employees are committed to producing true and fair accounts that give a true and fair view of the financial position, results of operations, transactions, assets and liabilities of the Group.

The preparation of these documents must be in accordance with accounting principles with entries supported by appropriate documents issued by bona fide parties.

All documents are kept in accordance with applicable laws and Group policies.
Any transfer of funds requires particular vigilance, especially as regards the identity of the recipient and the reason for the transfer.

Article 10: Use of the Group's IT resources

The Group's employees must comply with the IT Charter and the IT Security Policy in force within the Group.

Information technology, including hardware, software, networks and the information contained therein, is a key factor in ALM INTERNATIONAL's success and should be used responsibly and only for legitimate purposes.

E-mails should be drafted with the same care as any other written communication. In particular, employees are prohibited from using ALM INTERNATIONAL's computer systems to consult, save or send Internet pages or messages with illicit or defamatory content.

Personal use of the Group's IT resources, such as sending emails to third parties, should be kept to a minimum and should never involve the installation of hardware or software that does not comply with ALM INTERNATIONAL's IT standards or infringes the copyright of third parties.

Article 11: Protection of the Group's assets

ALM INTERNATIONAL expects its employees to manage the Group's assets responsibly and to make business decisions based on transparent risk-benefit analyses.

Assets include patents, trademarks, know-how, approvals, lists of customers, subcontractors or suppliers, information on markets, technical or commercial practices, commercial offers and technical studies and, more generally, all data or information to which employees have access in the performance of their duties.

The integrity of ALM INTERNATIONAL's business partners, among others, must therefore be verified according to the rules and practices in this area.

Employees are not allowed to use the Group's assets for personal, illegal or unlawful purposes. This does not include items made available to them in the course of their duties or benefits in kind granted in accordance with the regulations in force.

Similarly, the company's name may not be used by an employee for personal purposes, particularly on social networks or on the Internet. In no case may he speak in the name and on behalf of ALM INTERNATIONAL if he has not been expressly authorised by the Management. He/she undertakes to update his/her profile on social networks and to remove himself/herself from active staff members upon leaving the company.

Article 12: Health and safety in the workplace
- Anti-discrimination and harassment - Disability

ALM INTERNATIONAL guarantees adequate working conditions for its Employees, including health and safety, who have a duty to contribute to this by respecting the Group's rules in this area.

The Group guarantees its employees and stakeholders a working environment that excludes any discrimination based on gender, sexual orientation, ethnic origin or religion, the status of employee representative, the exercise of a trade union mandate, political opinions, disability, age and any other offensive physical, verbal or visual behaviour.

Any form of harassment is prohibited and sanctioned in accordance with the national laws in force.

ALM INTERNATIONAL aims to treat all employees with respect and fairness and to promote equal opportunities in all aspects of employment.
Each employee must therefore respect the safety, rights and opinions of his or her colleagues as well as their cultural or specific characteristics.

Furthermore, ALM INTERNATIONAL expects its managers to respect gender equality at work.

ALM INTERNATIONAL does not use any form of forced labour. In accordance with international conventions, it prohibits child labour.

ALM INTERNATIONAL offers its employees training opportunities that are specially adapted to their field of activity and their requirements.

ALM INTERNATIONAL respects the privacy of its employees and protects their personal data.

The Group has an active policy on disability, in particular by encouraging the employment and integration of disabled employees and by supporting people in the event that they become disabled during their working lives.

Article 13: Environmental protection

The Group is committed to preserving natural and energy resources, reducing the production of waste and harmful emissions into the air and water, and combating climate change. This necessarily implies compliance with the legal provisions in force concerning environmental protection.

Article 14: Communication with third parties

To ensure consistency, truthfulness of communications and compliance with legal requirements, only employees specifically authorised by senior management may make statements and respond to requests for information from the media, investors, analysts, regulators and other authorities. These same persons are the only ones entitled to delegate this authorisation.

Employees are strictly forbidden to create pages or accounts in the name of the Group on the Internet, to use the Group's logos and to speak in the name and on behalf of the Group without having been expressly authorised to do so by Management.

Article 15: Implementation

All ALM INTERNATIONAL employees are required to behave in accordance with this Ethics Charter.

Leaders are given a special role in this respect, that of setting an example. As contact persons, they answer all questions concerning the principles of conduct and ensure that employees are sufficiently informed about ALM INTERNATIONAL's values, especially in their area of responsibility.

Each employee may contact his or her management for any questions relating to this Charter.
It is the responsibility of each employee to communicate without delay, to his or her hierarchical authority, any infringement or breach of ALM INTERNATIONAL's rules brought to their attention.

These communications must be in good faith and properly documented. All reports of suspected infringements will be treated with the utmost seriousness and confidentiality, in particular in the framework of the reporting procedure described below.

The authors of these communications will not be subject to any retaliation or threat, nor to any harassment, and their identity will be kept secret to the extent permitted by law.

Our business partners will be informed of this Ethics Charter. They too must behave with fairness, integrity and loyalty in accordance with the principles described or they will no longer trade with the Group.

Article 16: Procedure for collecting alerts

Each employee will be able to express their views, defend their opinions and report unacceptable behaviour or requests.

The normal way to raise such concerns is through the direct or indirect hierarchy.
Nevertheless, any employee who considers that information to the line manager may present difficulties or could not be followed up appropriately may refer the matter to the Group's Ethics Officer, a function performed by Ms Viorica Carp.

This procedure is also open to external and occasional employees of the Group.

The Ethics Officer can be contacted by e-mail at: or by post at the following address ALM INTER To the attention of the Ethics Referent 74-76 rue du bourg voisin 21140 Semur en Auxois.

During verification operations, the principles of confidentiality and presumption of innocence will be respected.

In this context, the author of the alert must provide the facts, information or documents, whatever their form or medium, to support the alert.

The author of the report shall also communicate his/her contact details (telephone, e-mail, etc.) so that, if necessary, an exchange can take place with the Ethics Referent.

Within 5 working days, the Ethics Officer shall inform the author of the alert of the receipt of his/her request and shall inform him/her of the foreseeable time required for its examination as well as the modalities according to which he/she will be informed of the follow-up of his/her alert.

During verification operations, the principles of confidentiality and presumption of innocence will be respected.
The identity of the perpetrator, the facts and the persons concerned by the alert are kept strictly confidential.

Any investigation will also be conducted in accordance with the law.

During the course of this investigation, everyone will be required to cooperate fully and to provide, on first request, all information and documents.

The potential respondent will be informed of the nature of the allegations against him or her but will not be informed of the identity of the author of the alert.

The information may not be immediate if it is necessary, for example, to verify the facts, preserve evidence or refer the matter to the competent authorities.

information provided will only be shared with those who need to know in order to ensure that the report is dealt with and/or that appropriate action is taken.
These persons will be bound by an obligation of confidentiality.

Subsequently, the author of the alert, as well as the persons concerned by it, will be informed in writing of the closure of the verification operations and the admissibility of the alert.

It is advisable to refer to the Anti-Bribery Code, which describes the whistleblowing procedure and its implementation in more detail.

It is recalled that the whole alert system is optional. No sanctions or consequences will be taken against an employee who does not make use of it.

Nevertheless, this procedure must be used in good faith and for the sole purpose for which it is intended. Any non-compliant use may be sanctioned by the Group and lead to legal proceedings.

Article 17: Sanctions

The various principles of this Ethics Charter are binding insofar as failure to comply with them may result in disciplinary sanctions as provided for in the internal regulations of the Group's various subsidiaries, which may go as far as the termination of the employment contract, in accordance with local legislation and applicable collective agreements, independently of any civil and criminal proceedings that may be instituted in respect of the offences observed.

Guidelines with detailed instructions can be developed if necessary.

Article 18: Entry into force and modification of the Ethics Charter

This Ethics Charter is an addition to the internal regulations of the Group's subsidiaries and is therefore binding on the Group's employees. It is subject to change in order to adapt to developments, particularly regulatory changes.

In accordance with the provisions of Articles L. 1321-4 and R. 1321-1 et seq. of the Labour Code, this document was submitted to the Social and Economic Committee for its opinion, was sent to the Labour Inspectorate, was filed with the clerk's office of the industrial tribunal and was brought to the attention of any person who had access to the workplace or to the premises where the hiring took place.

It comes into force on 01/02/2023.

The procedure described above applies only to French companies and will have to be adapted to the local regulations applicable to each foreign subsidiary of the Group.

Done at Semur en Auxois, Le 1st February 2023