1. REFERENCE ETHICAL PRINCIPLES:
- In business operations

GEA Technofrigo S.p.A. conducts its activity in full compliance with the laws and regulations in force in Italy and the other countries in which it operates.
Moral integrity, honesty, fairness and correctness are the principles on which GEA Technofrigo S.p.A. has always based its activity, both within the company and in external relations. GEA Technofrigo S.p.A. focuses constant, special attention on respect for human rights, in conformity with the Universal Declaration of Human Rights promulgated by the UNO. It safeguards the moral, physical and cultural integrity of the individual. It ensures equal opportunity and strives to eliminate all discrimination based on gender, age, race, state of health, political opinion, religious beliefs, sexuality and nationality.
GEA Technofrigo S.p.A., due in part to its field of activity, focuses special attention on protection of the environment. So in conducting its activity it constantly ensures that its operational strategies are based on principles of sustainable development.

- In human resource development and employment policy

all the activity of those who work for GEA Technofrigo S.p.A., whether employees, outside collaborators or managers, must be conducted with honesty, moral rectitude, propriety and professional commitment, so that their work will maintain and constantly improve the image of GEA Technofrigo S.p.A.

All those who work for GEA Technofrigo S.p.A. must base their conduct, internally and externally, on the principles of propriety, transparency and mutual respect. In this context, especially the managers must base their actions on the principles of the Code of Ethics, so as to represent a model and an example for the human resources.
 GEA Technofrigo S.p.A. undertakes to always provide working conditions and environments that create and maintain and improve the abilities and skills of each individual, in compliance with the principles of merit recognition and equal opportunity. With this in mind, GEA Technofrigo S.p.A. promotes and organizes professional training courses and encourages its employees and outside collaborators to cultivate and expand their abilities and skills, acquire new knowledge, and maintain a proactive, creative mindset.

2. RULES OF CONDUCT
a)  In the conduct of company activity

Legal compliance.

Those who work for GEA Technofrigo S.p.A. in various capacities are required to know and comply with the laws and regulations in force in Italy and the other countries where GEA Technofrigo S.p.A. operates. Consequently, each employee of the entity is required to comply with the laws and regulations in force in all the countries where the entity operates.
This commitment also applies to the consultants, suppliers, customers and anyone else who has relations with GEA Technofrigo, which will not establish or pursue relations with those who refuse to conform to these principles.
Because of its type of activity, it must be particularly attentive to the rules governing competition, in both the domestic and international markets.

Honesty, moral integrity, fairness and correctness.
Moral integrity, honesty, fairness and correctness are a duty for all those who work for GEA Technofrigo S.p.A., both within the company and in external relations. In this regard, the managers of GEA Technofrigo S.p.A. must, with their actions, set an example for all the human resources, since it is impossible to pursue real company growth if it is detached from the moral rectitude and operational propriety of those who run the company and work in it.

Cost effectiveness and efficiency.
All the activities of those who work for GEA Technofrigo S.p.A. must be based on entrepreneurial criteria of cost effectiveness and efficiency, with a high quality-cost ratio, in both internal procedures and external relations, with a view to company utility and customer satisfaction.

Conflict of interest.

All those who operate for GEA Technofrigo S.p.A. must avoid any conflict of interest, partly because conflicts of interest are often related to legal violations.
Employees are also expected to avoid participating in entities, associations or other organizations that might create conflicts of interest with their work in the company.  Employees should also avoid utilizing company suppliers  and contractors for private needs.
Lastly, employees are required to abstain from participating in decisions or activities that might involve their own interests or those of relatives down to the fourth degree or cohabitants.

Customers.

 GEA Technofrigo S.p.A. considers the satisfaction of customer needs and expectations essential for the success of its organization.
The interaction of GEA Technofrigo S.p.A. with its customers is marked by receptiveness and respect, so that relations will always be cooperative and highly professional. No discrimination must be shown toward company customers, who must be supplied high-quality products and services that satisfy their reasonable expectations. Communications with customers must always be complete and truthful, and their information, requests and grievances must also be collected carefully and completely.

Suppliers.
Suppliers must be selected based to the quality, cost, efficiency and innovation of the products and services they offer. Purchasing procedures must be based on a quest for the greatest competitive advantage, with fairness and impartiality. Each supplier must be accorded equal opportunity.
Any form of discrimination and/or favoritism with regard to the payments due to suppliers is forbidden.

Competitors.
All the personnel of GEA Technofrigo are expected to respect the rights of  competitors, fairly opposing them when necessary but always in compliance with existing laws.

Relations with Authorities and Public Administrations.
The relations between GEA Technofrigo S.p.A. and public officials or public service representatives, the courts, and all national and international authorities must be based on rigorous compliance with existing laws and regulations, internal protocols, and the Code of Ethics, so as to preserve the integrity and reputation of both parties at all times.
Particular care in relations with the aforesaid parties must be exercised in tender calls, contracts, public financing in any form, the management of contracts, relations with law enforcement, social-security agencies, and in judicial proceedings, whether civil, criminal or administrative.
Conduct in conflict with the principles referred to in the Code of Ethics cannot be justified, not even by the conviction that one has acted to the benefit of GEA Technofrigo S.p.A.

External relations: Public Administration and public employees.
It is forbidden for those who work for GEA Technofrigo to offer money or gifts to managers, officials or employees of the public administration or their relatives, either in Italy or other countries, unless they are gifts or utilities of minor value.
Illicit payments made directly by company employees, and those made by non-employees acting in any way on behalf of Technofrigo, in Italy or abroad, shall be considered acts of corruption.
It is forbidden to offer or accept any object, service or favour of value to obtain more favourable treatment with regard to relations with the public administration.
During business negotiations, requests or relations with the public administration, the personnel of Technofrigo must refrain from seeking to inappropriately influence the decisions of the other party, including those of officials who are involved in or make decisions on behalf of the public administration.
The same directives apply to any consultants or third parties utilized by Technofrigo in its relations with the public administration.
In any case, parties in a position to create conflicts of interest cannot be used by the company as consultants or third parties in relations with the public administration.

Gifts or money - restriction.
The employees of Technofrigo shall be forbidden to accept gifts, unless they are of minor value, or money offered to them by third parties in relation to their work within the company.

Protection of company assets.
All employees are directly and personally responsible for preserving the company assets and resources entrusted to them for the performance of their duties and for using them in the company interests.

Operating procedures, accounting and financial reporting.
Each accounting transaction must be supported by clear, complete documentation and kept on record, so that the sector manager, the board of statutory auditors, the independent auditors and anyone else entitled or authorized can at any time examine the transaction and determine who, in the various phases, decided, implemented, authorized, recorded, registered and checked it.
Each accounting entry must clearly, truthfully and completely reflect what is described in the supporting documentation. Accounting entries based on valuations must be valued expertly, prudently and reasonably, with indication of the motivations of the logical process by which the determinations were made.
In preparing its financial statements and accounting documentation, GEA Technofrigo S.p.A. complies with the laws and regulations in force, adopting the latest practices and accounting principles. The financial statements faithfully represent the operating events (economic and financial) clearly, truthfully and correctly.

Organizational and mangement model and Oversight body.
GEA Technofrigo S.p.A. is about to adopt an organizational and management model pursuant to Legislative Decree no. 231/2001, currently in the drafting phase. The task of overseeing operations and compliance with the model will be assigned to an Oversight Body, vested with independent powers of initiative and control.
The Oversight Body operates with continuity, impartiality and authority. In this regard, it is free to examine documents and data, suggest updates to the Code of Ethics and internal protocols, also taking the suggestions of employees into consideration. It is independent in terms of expenditure and availability of human resources such that it can operate efficiently, with broad discretion and the complete support of the Board of Directors, with which it collaborates in total autonomy.

b) Regarding the development of human resources and employment policy

Selection of personnel 
GEA Technofrigo S.p.A. considers human resources an indispensable factor for the existence of the company and the achievement of its objectives. To ensure that these objectives are pursued and achieved in compliance with the ethical principles adopted by the company, GEA Technofrigo S.p.A.selects each employee, outside collaborator and manager based on his/her technical preparation, professionality, honesty, fairness, correctness and ability.
The aim of personnel selection, based on the principles of equal opportunity and recognition of ability without favouritism, is to acquire personnel corresponding to the profiles of company requirements.

Development of professionality
GEA Technofrigo S.p.A. undertakes to cultivate its relationship with its human resources to help them grow. To that end, the company creates and constantly maintains and improves the conditions necessary to enhance the aptitudes and qualities of the individuals and expand their knowledge base in terms of skills and professionality, all this in compliance with this Code of Ethics. The company organizes specific training programs and asks its human resources not only to participate but also to help improve them. The managers and function heads must take the utmost care in enhancing and increasing the professionality of their collaborators, promoting dialogue and constructive exchange of opinions, urging each to upgrade his or her individual abilities and at the same time develop a teamwork mindset.

Working environment 
GEA Technofrigo S.p.A. believes deeply in the importance of providing a working environment where each individual enjoys conditions of total dignity and respect. It therefore takes all the measures necessary to prevent any form of discrimination or conditioning.
GEA Technofrigo S.p.A. safeguards the privacy of all the information in its possession relative to the private sphere and personal opinions of all persons, whether they are employees or persons with other form of relationship with the company. In particular, the Company creates all the instruments useful for protecting the confidentiality of  correspondence, conversations, and interpersonal relations between employees.

3. SANCTIONS SYSTEM
All those who in any capacity collaborate, internally or externally, with GEA Technofrigo S.p.A. are made aware of this Code of Ethics through specific communication activity.
The persons to whom this Code is addressed may report violations of the Code at any time to the Oversight Body. The reports will be promptly evaluated by the Oversight Body, which ensures the secrecy of the identity of the persons filing them—except as required by law—and reports the results of its investigations to the Chairman of the Board of Directors.
The procedures for charging infractions to this Code and inflicting the consequent sanctions shall conform to the provisions of Article 7 of Law no. 300 of 20 May 1970 and the provisions of labor agreements and contracts, where applicable.
GEA Technofrigo S.p.A. will adopt the appropriate measures, proportionate to the seriousness of the violation, independent of any  criminal action by the judicial authorities. Each violation of this Code, committed by employees and/or managers, shall result in the adoption of disciplinary measures, proportionate to the seriousness or repetition of the violation and the degree of guilt, in compliance with Article 7 of the Law no. 300 of 20 May 1970 and the provisions of the applicable labor contracts.
The provisions of this Code also apply to temporary personnel.
Regarding the directors and statutory auditors, violation of the provisions of this Code may result in the adoption of measures, by the Board of Directors and Board of Statutory Auditors, respectively, proportionate to the seriousness or repetition of the violation and the degree of malicious intent, up to revocation of their mandates for just cause.
In this last case, GEA Technofrigo S.p.A. is entitled to compensation for damage caused by the illicit conduct. Regarding suppliers and outside collaborators and consultants, violation of the precepts of this Code shall be punished with termination of outstanding contracts with them, without prejudicing the right of GEA Technofrigo S.p.A. to request compensation for the damage suffered as a result of said misconduct.

Castel Maggiore, 19 September 2005.