Anti-corruption policy

1. INTRODUCTION

The long-term success of STRUCTURALIA It depends on offering quality services and products to our customers and being responsible and ethical citizens. Expanding our business by making or accepting improper or unreliable payments is against the law, is detrimental to our objectives and, above all, is not the way it should be done. This policyethics supports our commitment toethics and professionalism, but we must also follow strict compliance with the anti-corruption laws of the different countries where we work.

STRUCTURALIA, its subsidiaries and its business units (collectively “the Company”) will not engage in any form of corruption or bribery. Neither we nor external parties acting on our behalf will make an improper payment to another party to obtain any type of benefit. Likewise, we will not accept bribes or be used by another party to facilitate a bribe. These prohibitions extend to all types of bribery, including monetary payments and gifts, lavish meals and lavish gifts, travel and entertainment, as well as similar items of high value.

Bribery prohibitions go beyond the payment of money and extend to offering, promising or giving “anything of value” to obtain an improper advantage.

Gifts, travel, entertainment, accommodation, event tickets and other promotional expenses are all things of value that, if provided for an improper purpose, may qualify as bribery in violation of anti-corruption laws. In addition to providing guidance on how to address corruption risks, this policyethics sets the ground rules for all Hospitality provided by us or on our behalf to clients, prospective clients, government officials or other parties.

This policyethics It is designed to be applied to STRUCTURALIA globally and ensure that the Company meets its global legal and ethical obligations. Although this policeethics is designed to comply with global anti-corruption laws, in some cases local laws may be even stricter. In all such cases, we must always act in accordance with the highest standard: our own, as stipulated in this policy.ethics or more stringent local legal requirements.

If you have questions about local law or how this policy appliesethics regarding any aspect of your work, please contact the General Director of Human Resources at STRUCTURALIA. We all have the duty to report suspected violations of this policy.ethics and STRUCTURALIA prohibits any form of retaliation against employees who report such suspicions in good faith.

Please see the section below on “How should I report a concern or ask questions” for a list of notification options with contact information.

You can always contact the General Director or the General Director of Human Resources or the General Business Director of STRUCTURALIA.

2. ¿WHOYOU MUST FOLLOW THIS POLICYTICA?

This policyethics applies to all employees, officers and directors of STRUCTURALIA (including all employees of the Company's subsidiaries and business units worldwide). External parties must follow standards consistent with this policy.ethics when they act on our behalf.

3. BA CONCEPTSSICOS

What is prohibited and what is required?

The relevant anti-corruption laws have two main parts: (1) they prohibit bribery and (2) they require accurate business records and strong internal controls.

Anti-bribery prohibitions

Basic prohibition. Anti-corruption laws prohibit us and other parties working on our behalf (“third parties”) from:

Give, pay, promise, offer or authorize payment of anything of value (such as money, gifts, travel and entertainment) directly or indirectly (through a third party) to any party, including any government official (as defined below), to persuade the party to assist the Company (or anyone else) in obtaining business (such as a contract, sale, government approval or favorable treatment by immigration or customs).

Focus on government officials. Although our prohibition on bribery covers relationships with any party, interactions with officials of any government present a higher risk of corruption and therefore receive special attention in this policy.ethics and many international and national anti-corruption laws, whose anti-bribery provisions apply to ALL our operations worldwide.

As benefits to government officials can take many forms, corruption risks can arise in many areas of our work.

Some of these risk areas are obvious, such as cash payments, meals, gifts and entertainment, while other areas may seem harmless, such as hiring staff or salespeople who are related to officials. Therefore, we must be especially vigilant about transactions that may involve government entities and officials, so that any “red flags” (e.g., warning signs of corruption) are immediately identified and addressed. For a list of common red flags in third-party relationships, please see the Apheindex A.

¿WhoWhat is “government official”?

The term “government official” includes:

• Any elected or appointed official (whether in the executive, legislative or judicial branches of government) of a local, provincial, regional, national or state government (or any department or agency of those types of government bodies).
• Any government employee, part-time government worker, unpaid government worker, or any person “acting in an official capacity” (that is, acting under a delegation of authority from a government to perform government responsibilities).
• Any political party, party official, or candidate for political office Any official or employee of a public international organization, such as the World Bank or the United Nations, or any department or agency of those types of organizations.
• Any officer, representative or employee of a company that is even partially owned or controlled by a government. This means that all employees of companies and government organizations are officials for the purposes of this policy.ethics, even if the companies are operated as private companies.

The term “government official” covers obvious government officials, such as immigration and customs officials, as well as employees of state trading partners.

Accounting and Recordkeeping Requirements

Accurate records. In addition to prohibiting bribery, anti-corruption laws require STRUCTURALIA to maintain accurate and complete records of transactions.

Internal controls. Anti-corruption laws also require us to maintain adequate internal controls to ensure that:

• All Corporate transactions are accurately authorized and recorded.
• Access to company assets is limited to approved personnel.
• The assets recorded in the books of the company are compared periodically with the actual assets and appropriate action is taken in case of any difference.

Subsidiaries and joint ventures. These accounting and internal controls requirements apply to all the subsidiaries of STRUCTURALIA, regardless of where they are located. For more information on what these requirements mean in practical terms, please see the section below titled “How can I help protect against an accounting-related breach?”

What are the consequences of violations of anti-corruption laws?

A violation of anti-corruption laws can have serious consequences for the Company and you, including fines of millions of euros and long prison sentences. Furthermore, the failure of any employee to follow this policyethics may result in disciplinary action, including dismissal.

In the case of supervisors, disciplinary measures also apply to those who:

• Do nothing to prevent misconduct by an employee working under the direction of the supervisor when the supervisor has reason to know that the employee is contemplating the misconduct or
• Fail to take appropriate corrective action in response to misconduct by an employee working under a supervisor when the supervisor has reason to know of the misconduct.

Do payments to relatives of officials also carry a risk of corruption?

Yes. You cannot make a payment to a family member of an official unless it is for a specific business purpose and the family member is performing a task specified in a written agreement with STRUCTURALIA.

Can we give and receive gifts, meals, trips and leisure?

Provision of social services. Our prohibition of bribery goes beyond the payment of money. It is prohibited to give “anything of value” to induce a person or official to use their position to provide business to STRUCTURALIA. Gifts, meals, entertainment, travel, accommodations, event tickets and other promotional expenses (collectively, “entertainment”) are all things of value that may, if provided for an improper purpose, qualify as bribery.

Anti-corruption laws permit us to spend reasonable amounts of money on bona fide entertainment that is directly related to the promotion, demonstration or explanation of the Company's products or services, including the discussion of business matters.

However, we must be careful to ensure that hospitality does not cross the line into bribery.

Can we be responsible for the acts of third parties?

Yes. We use third parties to provide valuable experience and knowledge and to help us operate in commercially challenging locations. As these third parties may act on our behalf, it is very important for us – from both a reputation and compliance point of view – to understand their qualifications and associations, and to have a good knowledge of their activities. Anti-corruption laws prohibit bribery through intermediaries and therefore we could be criminally liable for the misconduct of a third party, such as a consultant or agent, if the Company knows or has reason to know that the third party will commit bribery. This means that we must take steps to ensure that the Company only works with ethical third parties and that it monitors its relationships with third parties for any “red flags” (please see the Apheindex A for a list of common red flags). We cannot avoid liability for the acts of third parties acting on our behalf by looking the other way. If we have reason to believe that such third parties will commit bribery, we may be held liable as if we paid the bribes ourselves.

For these reasons, STRUCTURALIA Below is the due diligence and supervision procedure adapted to the specific corruption risks that the Company faces.

The due diligence and supervision procedure STRUCTURALIA will address the following issues:

Due diligence. To ensure that we only work with appropriate third parties, we conduct “due diligence,” a process in which we gather and evaluate information about the qualifications, reputation, and associations of Covered Parties. To conduct due diligence reviews, business units must collect sufficient information to evaluate:

• The business justification for the relationship;
• The qualifications and reputation of the third party (in particular, signs that the third party is in any way unsuitable or may engage in inappropriate practices), and the third party's relationships with government officials (for example, whether such third party is a government official) and the reasonableness of the remuneration proposed by the third party.

Written agreements. Before beginning to work on behalf of the Company, all Covered Parties must have written contracts that specifically describe the services to be provided and all payment terms. Contracts of such third parties must have appropriate anti-corruption provisions, which may include prohibitions on improper payments, audit rights and termination rights. The collaborator must also have read this policyethics and have confirmed in writing that you know it.

Supervision. Throughout the Company's relationships with Covered Parties, we will monitor their activities to ensure that they are providing legitimate services.

In no case will the collaborator charge an incentive or a commercial commission for obtaining business for STRUCTURALIA in the environment of the company for which he works.

What is a “facilitating” payment?

“Facilitating payments” (also known as “facilitation” payments) are small payments to government officials or others that are necessary to expedite or cause the completion of a routine government action, such as obtaining official documents, processing documentation, or providing postal services or public services.

STRUCTURALIA prohibits facilitating payments. Exceptions to this general rule require prior approval of the Director General. Employees must communicate any request for facilitating payments to the CEO.

Can I make a political donation?ethics?

Yes, as long as the donation is exclusively in your name, not in the name of the Company.

Can I make a charitable donation?

Yes. As with political donations, Company employees may make personal charitable donations to the extent such donations comply with legal limits and do not appear in any way to be an endorsement or donation by the Company.

How can I help protect against bribery-related violations?

The Company trusts you to detect the risk of corruption in your daily work and to respond appropriately. Below are the general principles that you should try to apply to your work:

• If in doubt, ask the General Manager.
• Always obtain prior approvals where required.
• If you hear rumors of improper payments or see other “red flags,” don't ignore them—bring them to the CEO's attention.
• Monitors third parties on an ongoing basis for the emergence of “red flags” or other areas of potential corruption.
• Reject all requests for facilitating payments.
• Communicate to the General Director all requests for improper payments.
• Remember to consult your Chief Human Resources Officer about potential issues with local laws (particularly laws governing interactions with government entities and officials).

How should I respond to a request for an improper payment or a facilitating payment?

If you receive a request for an improper payment or a facilitating payment:

• Reject it immediately; explains that the Company does not make these types of payments.
• If third parties are involved, explain that they are not authorized to make payments on behalf of the Company, instruct them not to do so, and explain that the Company cannot continue working with them if they make the payment.
• He clearly states that his denials are absolute and do not come with a “wink and a nod.”
• Immediately communicate the request to the Legal Department; wait for
• receive instructions on next steps.

If someone suggests a transaction that you think may be inappropriate (e.g., if you suspect that a person may be suggesting a bribe without any overt request or if a third party offers to obtain government approval in a surprisingly short period of time for an additional fee):

• Say that you should consult your superiors before giving an answer.
• Contact the Legal Department immediately for guidance.

How can I help protect against accounting-related breaches?

To protect the Company from an accounting-related violation, you should strive to follow our accounting policies and procedures. For detailed information on those policies and procedures, please contact your Chief Financial Officer or the chief financial officer's designee.

In particular, you should never give in to requests for false invoices or for payment of expenses that are unusual or excessive, inadequately described, insufficiently documented, or otherwise raise questions.

You must also follow the Company's requirements for preparing and submitting expense reports (for example, you must accurately describe the business purpose of the meals and entertainment, list all attendees, and attach all necessary receipts). Please consult the Chief Human Resources Officer if you have any questions or concerns about these requirements.

How can I help protect against money laundering?

Money laundering is the process by which profits from illegal activities are moved through legitimate businesses and the global banking system to remove or conceal their illegal origin. Many countries have passed laws prohibiting financial transactions that use such earnings and imposing certain reporting requirements and restrictions on specific types of money transfers. These Anti-Money Laundering laws (“ABC") are part of a global effort to deny legitimate business resources to the international criminal community.

We must not facilitate transactions involving funds derived from illicit acts. In particular, we must not assist in transactions knowing, or having reason to know, that the funds originate from illegal activity, such as fraud or corruption. You should obtain guidance from the Legal Department when you become aware of any suspicious circumstances in a transaction, such as proposals for large cash payments or counterparties who are reluctant to provide identifying information.

The laws ABC They also require us to report certain cash transactions.

Seeks guidance from the Legal Department for cash transactions approaching $10,000, related cash transactions approaching $10,000 in any one-year period, or physical transportation of cash or other monetary instruments approaching $10,000.

How should I communicate a concern or ask questions?

If you have any questions about this policyethics or anti-corruption laws and ABC, or if you have concerns in this area about any past or proposed conduct by anyone in the Company or any third party working with the Company, please obtain guidance through any of the following channels:

• General Director of STRUCTURALIA
• General Director of Human Resources of STRUCTURALIA
• General Business Director of STRUCTURALIA

STRUCTURALIA prohibits punishment or retaliation of any kind against employees who in good faith report potential or actual violations of ethics standardsethics or legal. Each employee has the right to address ethical concerns in good faith, without fear of punishment or harassment from co-workers, supervisors or senior management. The Company highly values your commitment to our ethical standards.ethics and professionals.

APHeINDEX A

Red Flags When engaging and working with third parties, we must be sensitive to circumstances that indicate risks of corruption or suggest a reason for knowledge of an illegal payment by a third party. These circumstances are commonly known as “red flags.” If you identify a red flag while engaging or working with a third party, please contact the CEO to decide what, if any, due diligence steps are required. The presence of red flags suggests the need for greater scrutiny and more safeguards against potential infringement. It doesn't necessarily mean that the relationship can't move forward.

Examples of warning signs:

• The third party is suggested by a customer or government official, particularly one who has discretionary authority over the Company's work. The third objects to the anti-corruption statements included in the agreements.
• The third party requests unusual contract terms or forms of payment that raise issues with local laws, such as payment in cash, payment in another country's currency, or payment to an offshore bank account, or the third party is located in an offshore jurisdiction.
• Due diligence reveals that the third party is a shell company or has some other unorthodox corporate structure.
• The only qualification the third party brings is influence over clients or government officials.
• The third party requires that its identity or, if such third party is a company, the identity of the owners, directors or employees of the company, not be revealed.
• The third party has a close personal or family relationship, or a business or contractual relationship, with a client or government official, or with a family member of such persons.
• Lack of transparency in the third party's expenses and accounting records.
• Excessive remuneration or remuneration above the “market rate”.
• The third party requests an urgent payment or a payment ahead of schedule.
• The third party submits invoices without reasonable cause that exceed the amounts specified in its contract.
• Agreements that include only vaguely described services.
• The third is in a different line of activity than the one for which he is being hired.
• The third party has a negative track record or an unfavorable reputation.

In general, any fact that calls into question whether the third party is providing a necessary service at a reasonable market price constitutes a red flag. If you discover red flags, such as those described above, further investigation may be required. Contact the General Director of Human Resources.