Business Code

All employees must comply with the laws and regulations as well as internal guidelines that apply to their area of work. Violations of the law and breaches of internal rules are to be avoided under all circumstances.

MML expects its employees to protect and promote the company’s reputation in public. When expressing private opinions in public, employees should be sure not to create the impression they are speaking on behalf of the company.

MML products are manufactured according to strict quality standards. Our excellent quality management system and consistent zero-error strategy enable us to achieve our aim of maximum product safety. As a mark of our strong sense of responsibility for the safety of our products, we require strict compliance with all statutory and company product safety rules and regulations. If employees have any safety concerns, they are instructed to inform the responsible departments without delay, in order appropriate steps for protection of our customers can be taken.

MML seeks to uphold the rules of free and fair competition in pursuing its corporate objectives. Compliance with all national and international competition and antitrust legislation is a fundamental principle of our business at all levels of the company. Participation in any kind of anticompetitive practices is forbidden.

3.1 Conduct Towards Competitors

Employees may not enter into any anticompetitive agreements or concerted practices with competitors. Even the unilateral disclosure to competitors of sensitive or strategic information such as any kind of price-related information (net prices, gross prices, price lists, etc.), price increases, capacity utilization rates, incoming orders, future R&D projects may constitute a violation of antitrust law.

Antitrust law prohibits any restriction of competition, i.e. all measures aimed at reducing the risks inherent in free and unfettered competition. Agreeing to prices, allocating markets (based on customers or territory) and agreements between competitors to set their respective market shares are, for example, prohibited.

3.2 Conduct Towards Customers and Suppliers

Agreements with customers and suppliers aimed at restricting the freedom to compete are also prohibited. This includes, but is not limited to, restrictions on the freedom of customers to set their own supply terms or prices. Certain forms of exclusive supply obligations, restrictions on clientele, exclusivity agreements, non-compete obligations and restrictions on use can also be forbidden.

3.3 Membership In Trade Associations and Participation In Industry Meetings

Membership in trade associations and associations of undertakings is often useful, in some cases vital even. It nevertheless brings with it the risk of antitrust violations. MML’s competitors are often members of the same associations too and this provides the opportunity for the exchange of market information that is relevant from the antitrust perspective. The same applies to attendance of industry meetings.

Employees must consider the legitimate business need to participate in these organizations. Should other companies taking part engage in an unlawful exchange of information, employees are instructed to clearly distance themselves therefrom by lodging an objection, having the objection taken down in the minutes and leaving the event without delay.

3.4 Conduct in Case of a Market Dominant Position

From the antitrust perspective MML can be considered to be in a dominant market position for some product groups. This means that it is subject to the special rules, including antitrust rules, that apply to dominant companies.

Dominant companies are not permitted to abuse their market power. Treating customers differently without legitimate reason, refusing to supply to customers, and granting loyalty discounts can all be considered an abuse of market power.

When doing business abroad, we comply with all foreign trade, tax and customs legislation in force in the countries in question. All employees must comply with these controls when products are bought, manufactured or put into circulation. Export controls generally apply not only to the delivery of goods, but also to the performance of services and the transfer of technology.

All employees involved in the import and export of goods and other cross-border transactions must comply with the relevant trade control regulations. In keeping with said regulations, any official authorizations required must always be obtained. Arms export control legislation is also to be observed.

MML is committed to meeting high ethical standards in its business. MML will not tolerate unfair practices by employees and business partners.

5.1 Unfair Advantages Will Not Be Accepted From or Granted to Business Partners

Unfair advantages may not be sought, accepted, offered or granted.

‘Advantages’ are any kind of gratuity that the beneficiary has no claim to and which objectively improves the beneficiary’s economic, legal or personal situation. This includes not only cash payments, but also all kinds of gifts, invitations to events and other benefits of a private/personal nature. ‘Advantages’ also include gratuities granted to closely associated persons such as spouses, partners, friends and relations.

An advantage is unfair when it is not customary and inappropriate in light of all the circumstances of the particular case, in particular the occasion for accepting/granting the advantage and the personal position of the beneficiary. This is the case, for example, if an advantage has the aim of influencing business decisions.

Accepting and granting gifts or other similar advantages is permitted provided their value does not exceed EUR 50 equivalent to BRL 200 or ARS 1,250 and the advantages are not unfair.

Accepting and extending corporate hospitality invitations, including invitations to events, are permitted provided that they have a clear connection to business and do not constitute unfair advantages.

5.2 Commissioning of Third Parties and Investment Decisions

When commissioning third parties (e.g. advisers, brokers, sponsors, representatives and other agents) to act for MML in the context of business dealings, care must also be taken to ensure that these persons do not use any unfair business practices.

In particular, employees may not use third parties to circumvent the above rules.

5.3 Conduct Towards Suppliers

Suppliers are to be selected on the basis of objective criteria, such as prices, quality and performance. Relations with suppliers are based on trust and honesty. Offers must be assessed fairly and impartially, and personal and arbitrary considerations may not be factored into the decision-making process.

Donations and sponsorships must be transparent and traceable. They may not be abused for unlawful purposes. In particular, it is forbidden to grant unfair advantages to third parties in the guise of donations or sponsorships.

Significant donations require the consent of the MML Management Board. Donations are significant in this sense if they exceed an amount of EUR 5,000 equivalent to BRL 20,000 and or ARS 125,000. Donations to individuals and to private accounts are strictly forbidden.

In the case of sponsorships, the size of the payments must be in proportion to the advantages linked to the sponsorship, i.e. especially the expected promotional effect.

National insider trading legislation forbids persons privy to insider information from trading in certain kinds of securities or other financial instruments and from disclosing or using insider information.

Insider information is specific information about non-public business circumstances or events that are capable of influencing the stock market or market price of securities or other financial instruments.

Insider information may only be disclosed to employees who need it for business purposes. Anyone in possession of insider information may neither disclose or make available said information to others without authorization nor use said information to trade in securities or other financial instruments themselves or recommend or induce others to do so.

MML Group companies in South America apply the best practices of corporate governance, with transparency and equal treatment for its shareholders following the standards and laws in place.

MML Group companies in South America recognize the importance of clear and effective communication in internal and external relations. At that, they organize their actions of communication in a quick, clear and homogeneous way.

The communication with the economic markets, financial and regulatory entities is managed exclusively by the Investor Relations area.

The whole process of communication of the Investor Relations area with the economic and financial markets, as well as with supervisory authorities and surveillance, must be done at a swiftly, careful, complete, correct, clear and on an understandable fashion and always in accordance with the laws that apply to the jurisdictions of that activity.

Any kind of business communication that is intended for publication must comply with the relevant laws and international standards.

Especially for annual reports, the generally accepted accounting principles must be observed so that data and other information collected and recorded is complete, correct, up-to-date and system compatible.

It is prohibited for employees to accept any cash payments whatsoever. Significant cash payments require the consent of the MML Management Board. A cash payment is significant in this sense if it exceeds an amount of EUR 10,000 equivalent to BRL 40,000 or ARS 250,000.

As a preventive measure MML Group companies in South America and their employees should gather all financial information possible from its suppliers and business partners, before initiating any business transaction, to ensure that their activities are in fact legitimate.

Business and operating secrets and all other confidential information to which employees gain access in the course of their work are to be kept confidential. Information of this kind – especially information about suppliers, customers, employees, business partners and other third parties as well as internal information is to be suitably protected against access by third parties and non-involved employees. The confidentiality obligation survives termination of employment.

MML takes the protection of, and the principle of self-determination with regard to, personal data very seriously. When using personal data for business purpose, privacy protection and the safety of all business data is paramount. Appropriate technical means are to be used to protect personal data and all business data against unauthorized access.

MML’s business interests are to be kept strictly separate from private interests. Situations in which there is conflict between private interests and MML’s business interests are to be avoided. Employees must inform MML through their line manager or Director and Compliance Office in the event of any conflicts of interests arising from their work for a MML company.

The members of the Board Directors, Audit Committee and of others Company’s Committees who, as the case may be, are conflicted, shall state, in a timely manner, its conflict of interest or private interest. If such person fails to do so, anyone may inform the existence of the conflict, if he/she has knowledge of it, and immediately upon verification of the conflict of interest in relation to a specific matter, the person involved should leave the discussion, including physically. This absence must be recorded in the minutes.

All transactions between MML, on the one hand, and employees or persons/companies closely associated with employees, on the other, must meet the standards customary in the industry. Significant transactions require the consent of the MML Management Board. A transaction is significant in this sense if it exceeds an amount of EUR 1,000 equivalent to BRL 4,000 or ARS 25,000.

In addition, the procedures determined by the policy on related-party transactions must be observed e.g. the approvals from Fiscal Council and Board of Directors for relevant transactions, as well as the declaration of no conflict of interest issued by the executives. Such policy aims to avoid and manage any conflict of interests in such transactions.

Conflicts of interests may also arise in the context of human resources decisions. Care must be taken to ensure that private interests and personal relations are not used as criteria in taking human resources decisions.

No employee may engage in any professional activities that conflict with MML’s interests. This includes activities for a competitor of MML’s.

All employees are responsible for the preservation and due and proper use of company property. Property of MML may only used for private purposes to a scope generally deemed to be customary and may be removed from the company’s premises for business purposes only.

MML sees it as one of its core objectives to promote technical progress in harmony with the environment, while avoiding any risk to humans and the environment. This requires compliance with all relevant health, safety and environmental legislation as well as all other relevant internal guidelines related to health, safety and environmental protection.

The Company will provide periodical trainings related to the Business Code to Directors, officers, managers and, also, to Company’s employees.

Should there be any questions of interpretation or legal uncertainties with respect to the topics dealt with in this Business Code, or should employees be aware of any violations of this Business Code, they can contact their line manager, their legal department, or the Compliance Office. In the case of violations, employees may also contact the external ombudsman responsible for their region. If requested, communications received from employees will be treated as confidential.

The current version of this Business Code, further guidelines (e.g. guidelines on antitrust law and the prevention of corruption) as well as contact data for Compliance Officers and ombudsmen can be found on MML’s intranet (under the heading “Group/Compliance”).

Moreover, employees and third parties can report any incidents that violate applicable laws or internal guidelines (e.g. MML Business Code) via the Integrity Platform (https://mahle.integrityplatform.org).

MML undertakes to analyze and investigate all reported facts, taking appropriate action in connection with any situations. Complaints shall be treated with confidentially, observing the protection of their authors and the necessary care to properly solve the problem.

MML group employees may also use internal reporting channels.

MML directors and executives have a special responsibility for ensuring compliance with this Business Code. They must take the appropriate measures to ensure that in his/her area of responsibility:

• there are no violations of laws, internal guidelines or this Business Code that could have been prevented or hindered by due and proper performance of his/her supervisory and organizational obligations, and
• any violations will be discovered, investigated and ceased.

This does not discharge the employees from their own responsibility, however. Each employee is answerable for his/her own conduct.

Regular audits will be carried out by Internal Audit to verify compliance with this Business Code.

Complaints shall be treated by the Compliance Committee, who is in charge of taking the suitable actions, according to the Company’s internal procedures.

The Compliance Committee may take measures under employment law in the event of violations of the law, internal rules or this Business Code, being possible the application of the following sanctions: written warning, suspension or dismissal.

Building healthy relationships is a daily exercise and mutual responsibility. By reaffirming our ethics and transparency, we broaden our capacity to learn how to live with others and contribute to building a more fair and sustainable society.

The Ethical Principles of MAHLE Metal Leve S/A (MML) are intended to guide our managers and employees and support them in building and developing perennial relationships with the public involved in our business.

• We value the individual. We respect his/her characteristics, preferences and interests.
• We welcome and encourage diversity. We reject any kind of discrimination. We treat all person with respect and dignity without distinction of any kind, whether race, color, gender, language, religion, political or other opinion, origin, social class or any other condition.
• We seek to establish an open dialogue with all audiences. We want to listen, and value the opinions received and learn through relationships.
• We maintain secrecy of confidential information. We preserve the information of our company, as well as the information of people and companies we are related with.
• We emphasize that Justice, legality, ethics, competence, and honesty are the basis for relationships and decision making in the company.
• We encourage management practices that stimulate innovation, teamwork and actions that promote the motivation, satisfaction and commitment of our employees.

The relations in the working environment, in all of the areas where the company develops its activities, should be guided by the appreciation to human beings, respect to the individual, for moral integrity, transparency and group effort, always focusing on the progress of all individuals.

MML is impartial to the terms of opportunities, without protectionism. The company values the free trade union association and the right to collective bargaining, in compliance with the agreements signed with the organizations legitimately representing the employees.

MML does not tolerate the following practices on behalf of their employees and other members of the production chain:

• active or passive involvement in situations that characterize child labor or forced labor;
• discriminatory behavior, such as jokes, threats and other undesirable behaviors involving issues of race, creed, age, geographical origin, sexual orientation, special needs or bearer of sexually transmitted diseases (HIV/AIDS);
• Moral or sexual harassment, offense, intimidation or humiliation; and
• Verbal or physical conduct that disrupts the performance of another employee, or creates fear or hostility in their work environment.

All employees must:

• comply with the provisions of the MAHLE Metal Leve S/A (MML) Business Code and the Ethical Principles South America in regards to their specific functions and by participating in any suggestions for improvement; and
• adopt actions and behaviors consistent with the MML Business Code and the Ethical Principles South America, and refrain from behaviors which are contrary to the MML Business Code or the Code of Ethics South America or which could harm the reputation and compromise the integrity and objectivity of the company.

Violations of the MML Business Code or the Ethical Principles South America may determine the relationship of trust between the company and the employee, with possible contractual and legal consequences, including dismissal.

I declare that I have received, on this date, the full text of the MML Business Code and the Ethical Principles South America. I further declare that I have read the said document, I understood its content and I agree with its terms, committing me to comply with the provisions established therein.

[place], ____ de ______________ de 20___.

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Legible Name and Signature