MGI DIGITAL TECHNOLOGY ETHICS CHARTER
The present Code of Ethics defines the principles and values to which our company, MGI Digital Technology and all its subsidiaries (hereinafter referred to as "MGI Digital Technology" or "the Company" or "the Group") adhere. These principles and values must guide each of our employees in the day-to-day practice of their activity.
Ethics, Integrity, Social Responsibility, Loyalty, Transparency, Respect for the Individual, the Fight against Corruption and the Fight against Unfair Competition constitute the values and spirit of our Group in the day-to-day conduct of its business. This Code of Ethics applies to all employees of our Group, hereinafter referred to as "Employees", as well as to all persons with whom our Group is associated, such as its customers, suppliers, advisors, auditors, consultants, subcontractors, agents and other intermediaries representing MGI Digital Technology. This Code of Ethics complements the MGI Supplier Code of Ethics, which is specifically aimed at our subcontractors and suppliers.
The principles set out in this Code of Ethics are the guiding principles by which our company conducts its business and carries out its work in such a way as to maintain and strengthen the trust of our customers and stakeholders. Each employee of our Group, whatever his or her hierarchical level, must apply, within the limits of his or her duties and responsibilities, the rules set out below. These rules form part of the loyal and good-faith performance of their employment contract or corporate mandate. It is the employee's duty to ensure that these rules are also applied within his or her team, or by 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.
1- COMPLIANCE WITH LEGISLATION
MGI Digital Technology is committed to complying with the laws and regulations of every country in which it does business. Respect for the law is an essential value. It is the responsibility of each and every employee to be fully aware of and comply with all applicable laws and regulations, as well as with the various policies and directives established by the Company in its various areas of activity. All employees are required to inform themselves of the provisions in force within the Company concerning their area of responsibility, to observe them and, in case of doubt or need, to consult the relevant departments for further information and advice.
2 - RESPECT FOR PEOPLE
Human resources management, employee management and employee relations are based on the principles of mutual trust and respect. Treating everyone with dignity is a priority for the Group. The MGI Group intends to apply an equitable human resources policy that complies with the various laws in force. Any discrimination, pressure, prosecution or harassment of a moral or sexual nature is prohibited. Every employee has the right to respect for his or her private life, in particular with regard to regulations concerning computer data. One of the Group's major concerns is to ensure and reinforce the safety of its employees in the performance of their duties.
3 - FAIR COMPETITION
MGI Digital Technology respects the rules of competition to ensure that it is fair and equitable. No action of the MGI Group shall prevent, restrict or distort competition. MGI Digital Technology refuses 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 customers. Not only any formal agreement, but also any concerted practice or informal discussion that could restrict free or fair competition is prohibited. Our financial conditions are set independently, and our competitors and customers are free to make their own decisions.
4- RELATIONS WITH CUSTOMERS, SUPPLIERS AND OTHER BUSINESS PARTNERS
MGI Digital Technology maintains honest and fair relationships with all its stakeholders, and in particular with its customers, suppliers and other business partners. The Group undertakes to honor the letter and spirit of its contractual commitments and commercial agreements. Employees must work with professionalism, integrity and fairness to encourage customers to use the Group's services. All sales activities, whether in France or abroad, must comply with local regulations, with which all employees must be familiar. The Group respects the specific rules governing private and public markets in the countries where it operates. MGI Digital Technology selects its suppliers and service providers on the basis of quality, performance, cost and suitability to its needs. The Group expects from its partners an equivalent commitment 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 broadly, business ethics. It is the responsibility of each employee to select his or her partners on an objective basis, without favoritism or discrimination, by applying a rigorous selection process. MGI's own Supplier Ethics Charter is distributed to its subcontractors and suppliers, who in return undertake to comply with its various articles. This Charter is available on the MGI Digital Technology website.
5 - FIGHTING CORRUPTION
MGI Digital Technology is committed to fighting corruption, influence peddling, illegal interest-taking, misappropriation of public funds, favoritism or any other breach of probity in the countries in which it operates. To this end, the Group applies the relevant national and international laws. The following are particularly targeted: gifts and invitations; relations with public officials; relations with suppliers and customers; patronage and sponsorship; relations with consultants; facilitation payments, etc.
6 - CONFLICTS OF INTEREST
A conflict of interest arises when, for example, an employee is in a position to influence a Group decision likely to confer a personal advantage on him or her, or to favor a relative or close friend. MGI Digital Technology's business decisions are taken objectively, without any personal considerations. All activities and missions of employees and of the Group's governing bodies (Executive Committee, Strategy Committee, Board of Directors, Supervisory Board, etc.) that run counter to the Group's interests are prohibited. Additional activities on behalf of a competitor's, customer'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 Referent; they are permitted only with the express authorization of Management. MGI Digital Technology employees must identify the risks of conflicts of interest, disclose them to their line manager or to Management and act, in all circumstances, in the best interests of the Group. In the interests of integrity, they must also refrain from any action likely to give rise to an actual or potential conflict of interest. They must not use their position within MGI Digital Technology for direct or indirect personal gain. In the event of a conflict of interest, the Employee must not take part in the decision in question.
7 - INSIDER TRADING
All non-public information of a financial, strategic, technical, legal, organizational or governance nature that could have an influence on the MGI Digital Technology share price must remain confidential until it is published by authorized persons in compliance with applicable stock market regulations. Any employee with access to this type of information (permanent or occasional insider) must keep it confidential and refrain from carrying out any transactions on the shares, either for his or her own account, or for the account of a third party, as long as this information has not been made public. The use of such information for direct or indirect personal gain is contrary not only to the Group's rules of conduct, but also to the law, and in particular to AMF regulations.
8 - CONFIDENTIALITY
MGI Digital Technology makes every effort to ensure that the confidentiality of data, information, know-how, intellectual and industrial property rights and business secrets relating to its activities is respected within the Group and in the performance of its contracts. All employees are required to keep confidential information relating to MGI Digital Technology, its customers, suppliers and employees to themselves. This obligation continues even after they have left the Group. All confidential information must be kept and remain confidential, unless it has been the subject of an authorized public release, as its unauthorized disclosure could be prejudicial to MGI Digital Technology. Each employee must ensure that any information that is not made public remains strictly confidential. Each Employee must: limit the disclosure of confidential information to those who have a legitimate need to know; keep in safe custody, whatever their format (paper or electronic), all confidential data relating to the Company's activities and those of the companies with which it has business relations; prevent any disclosure of confidential information to persons outside MGI Digital Technology (including members of their families). Each Employee must inform Management of any attempt to obtain such information from a third party.
9 - ACCURACY OF ACCOUNTING AND FINANCIAL INFORMATION
MGI Digital Technology is committed to providing accurate, transparent and regular information. The accuracy of the accounts enables the Group to base its decisions on exhaustive, precise and reliable information. MGI Digital Technology and its employees undertake to produce regular and accurate financial statements that give a true and fair view of the Group's financial position, results of operations, transactions, assets and liabilities. The preparation of these documents must comply with accounting principles, with entries supported by appropriate documents issued by parties acting in good faith. 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. The dissemination of financial information and the transactions carried out by employees on the stock markets, whether by virtue of their duties or personal transactions in MGI Digital Technology's listed securities, comply with the laws and regulations governing financial activities.
10 - USE OF COMPANY IT RESOURCES
Information technology, i.e. hardware, software, networks and the information they contain, is a key factor in the Company's success and must be used responsibly and only for legitimate purposes. E-mails must be drafted with the same care as any other written communication. In particular, Employees are prohibited from using MGI Digital Technology's computer systems to consult, save or send Internet pages or messages with illicit or defamatory content. Personal use of the Company's IT resources, such as sending e-mails to third parties, must be kept to a minimum and must never involve the installation of hardware or software that does not comply with MGI Digital Technology's IT standards or infringes third-party copyrights.
11 - PROTECTION OF MGI COMPANY ASSETS
The Group expects its employees to manage the Company's assets responsibly, and to make business decisions on the basis of transparent risk-benefit analyses. Assets include patents, trademarks, know-how, lists of customers, subcontractors or suppliers, information on markets, technical or commercial practices, commercial offers and technical studies, and more generally any data or information to which employees have access in the course of their duties. The integrity of MGI Digital Technology's business partners, among others, must therefore be verified in accordance with the relevant rules and practices. Employees are not authorized to use Group assets for personal, illegal or illicit purposes.
12 - HEALTH, SAFETY, ANTI-DISCRIMINATION AND HARASSMENT
MGI Digital Technology guarantees adequate working conditions for its employees, including in terms of health and safety, who have a duty to contribute to this by complying with the Company'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, employee representative status, trade union office, political opinion, disability, age or any other offensive physical, verbal or visual behavior. All forms of harassment are prohibited and punishable in accordance with applicable national legislation. MGI Digital Technology intends to treat all its 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 particularities. MGI Digital Technology also expects its managers to respect gender equality in the workplace. MGI Digital Technology does not use any form of forced labor. In compliance with international conventions, child labor is prohibited. MGI Digital Technology offers its employees training opportunities specially adapted to their field of activity and requirements. MGI Digital Technology respects the privacy of its employees and protects their personal data. The Group pursues an active policy in the field of disability, encouraging the employment and integration of employees with disabilities, and providing support in the event of a disability occurring in the course of a person's working life.
13 - ENVIRONMENTAL PROTECTION & SOCIAL RESPONSIBILITY
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 current environmental protection legislation. MGI Digital Technology has drawn up an action plan to define actions and objectives in terms of environmental issues, to which reference should be made.
14 - COMMUNICATION WITH THIRD PARTIES
All communications with these external parties must be accurate and comply with regulatory and legal obligations, in particular those to which MGI Digital Technology is subject as a listed company. To ensure the consistency and veracity of communications and compliance with legal requirements, only Employees specifically authorized by General Management may make statements and respond to requests for information from the media, investors, analysts, regulators and other authorities. These same people are the only ones empowered to delegate this authorization. It is strictly forbidden for Employees to create pages or accounts in the name of the Company on the Internet, to use the Company's logos or to speak in the name and on behalf of the Company without having been expressly authorized to do so by General Management.
15 - IMPLEMENTATION
All MGI Digital Technology employees are required to behave in accordance with this Code of Ethics. Managers have a special role to play in this respect, that of setting an example. As the point of contact, they answer all questions concerning the principles of conduct and ensure that employees are sufficiently informed about MGI Digital Technology's values, particularly in their area of responsibility. All employees may contact Management or their Manager if they have any questions about this Charter. It is the responsibility of each Employee to inform his or her hierarchical authority without delay of any legal infringement or breach of MGI Digital Technology rules brought to his or her attention. Such communications must be made in good faith and properly documented.
MGI Digital Technology encourages its employees to express their views, defend their opinions and report unacceptable behavior or requests. The normal channel for raising such concerns is through direct or indirect management. Nonetheless, any employee who considers that reporting to a line manager may present difficulties, or might not result in appropriate follow-up, has the option of referring the matter to the Group's Ethics Officer, a function performed by Edmond Abergel, Tony Charlet, Nathalie Buant and Nicolas Venance. This procedure is also open to external and occasional Company employees. The Referent of this Charter can be contacted via the following email address: firstname.lastname@example.org, or by post at the following postal address: MGI Digital Technology, Référent Ethique, 4, rue de la Méridienne, 94260 Fresnes.
In this context, the person making the report must provide the facts, information or documents, whatever their form or medium, to support the report. The person making the report must also provide contact details (telephone number, e-mail address, etc.) so that the Ethics Officer can be contacted if necessary. Within 5 working days, the Ethics Officer will inform the whistleblower that his or her request has been received, and will inform the whistleblower of the expected time required to examine the request, as well as how the whistleblower will be informed of the outcome of his or her request. 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 report will remain strictly confidential. All investigations will be conducted in compliance with the law. During the course of the investigation, all parties will be required to cooperate fully, and to provide information and documents on first request. Any person implicated will be informed of the nature of the allegations concerning him or her, but will not be informed of the identity of the person making the report. Information may not be provided immediately if, for example, it is necessary to verify the facts, preserve evidence or refer the matter to the competent authorities. Any information communicated will be shared only with those who need to know it in order to ensure that the report is processed and/or that appropriate action is taken.
The various principles set out in this Code of Ethics are binding insofar as failure to comply with them may result in disciplinary action, as provided for in the internal regulations of the Group's various subsidiaries, up to and including termination of the employment contract, in accordance with local legislation and applicable collective bargaining agreements, irrespective of any civil or criminal proceedings that may be instituted in respect of the infringements observed. Guidelines with detailed instructions can be drawn up where necessary.
18 - EFFECTIVE DATE
This Code of Ethics is an addition to the internal regulations of the Group's subsidiaries, and is therefore binding on all Group employees. It is subject to change in order to adapt to developments, particularly regulatory changes.
It comes into force on December 20, 2022. The procedure described above applies to French companies only, and will have to be adapted to the local regulations applicable to each Group subsidiary.
Paris, November 20, 2022