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A message from our President

Aegisys is known throughout our industry for exceeding expectations: those of our customers, partners, communities and fellow team members. As we have expanded into new products and new regions, we have built a reputation for lawful and ethical conduct or “Doing the right thing.”

We achieve this by having a talented workforce that continuously holds itself to the highest standards. The Aegisys Code of Conduct is designed to support our efforts and guide our performance to meet the highest ethical standards within the workplace. It helps us ensure we comply with regulations and expectations in all of the places where we do business.

Thank you for following our Code and keeping Aegisys above reproach in all that we do.

Sincerely
Rick Beyers
President
Aegisys Cloud Solutions

About our Code of Conduct and Waivers

Aegisys employees are encouraged to seek guidance from their managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation. Any
questions about the Code should be directed to the Vice President.

Aegisys may periodically revise and supplement the Code. Thus, comments and suggestions regarding the Code are encouraged and should be directed to the Vice President. The Code is a tool to assist Aegisys employees and representatives in performing their duties in compliance with Aegisys policies and applicable laws. Aegisys may waive certain provisions of this Code where circumstances warrant granting a waiver based on the best interests of Aegisys and its stakeholders. Any waiver pertaining to an employee must be approved by Aegisys Management Teams and by the Vice President. Waivers of the Code for Directors and executive officers may be made only by those members of the Board of Directors not involved in the possible waiver and must be promptly disclosed as required by law.

Introduction
Aegisys is built upon a foundation of strong corporate values and business practices. The Company works hard every day to ensure that it is able to uphold its reputation for integrity and ethical leadership. The Company’s standards represent the core of how it creates the solid foundation of respect, trust and success that is reflected in its relationships with Aegisys stakeholders, employees, representatives and their communities. Aegisys knows that the way it achieves these objectives matters as much, if not more than the results. All parties are expected to read this Code and ensure they understand and comply with it. Although this Code covers a wide range of business practices and procedures, it does not address every issue that may arise. Rather, the Code sets out basic principles to guide all parties in the professional and ethical conduct of business. All Aegisys employees and representatives must conduct themselves accordingly and seek to avoid even the appearance of impropriety. All parties are responsible for exercising good judgment, applying ethical standards, obeying the law and raising questions when in doubt. Aegisys leaders show a commitment to values through their actions. They also promote an environment where compliance is expected and ethical behavior is the norm. All Aegisys employees must comply with the Company’s values and principles. No one should ask Aegisys employees to break the law or go against the Company’s values, policies and procedures.

Those who violate the standards in this Code may be subject to disciplinary action, up to and including termination of employment. Aegisys employees who have knowledge of a violation and fail to move promptly to report or correct it, or who direct or approve violations, may also be subject to disciplinary action, up to and including termination of employment. Further, violations of some provisions of the Code are also illegal and may subject the employee or representative to civil and criminal liability. Anyone found in a situation that they believe may violate or lead to a violation of this Code should follow the guidelines described in this Code. The Code is not a replacement of the Company’s policies or Employee Handbook. It is a statement of additional standards, practices and guidelines, which are applicable to all Aegisys employees. Aegisys employees should refer to the Company’s other policies and procedures for implementing the general principles

Reporting procedures
Maintaining ethical standards is the responsibility and obligation of every Aegisys employee or representative. Early identification and resolution of violations of or questions about the Code are critical to maintaining the commitments to Aegisys, customers, partners, suppliers, service providers, stockholders and to fellow Aegisys employees and representatives. If something seems unethical or improper, or if employees or representatives have questions about the best course of action, they should promptly contact any of the following:
• Their department manager or any Aegisys manager,
• Their human resources representative,
• The Vice President

Aegisys phone lines and website are operated by specially trained representatives and are available 24 hours a day, 7 days a week. Please be aware that the information provided via phone lines or website is directed in Canada. Aegisys representatives will listen to concerns, ask questions and review the information provided. They will then forward the concern to an appropriate Aegisys officer or Director who will take action. Questions or concerns may be submitted via phone lines anonymously.
Concerns will be taken seriously and all information provided will be treated confidentially. Aegisys will thoroughly investigate and seek to resolve the matter promptly.All reported violations will be acted on appropriately. If a concern requires an investigation, the Company will respond promptly. To the extent possible, the individual raising the concern will be informed about the status of the investigation and the outcome of the matter. Doing the right thing re Compliance with laws, rules and regulations and Aegisys standards of business conduct
serve as an important resource for Aegisys employees and representatives in support of day-to-day decision making. The Code should be used as a resource when questions of legal or ethical appropriateness arise. It is not a comprehensive rulebook, but rather a statement of how Aegisys is committed to doing business. All employees and representatives of Aegisys have a personal responsibility to uphold and ensure the letter and spirit of the code of conduct in their individual roles, every single day. It is important that Aegisys employees and representatives are aware of, and never intentionally violate, relevant laws and regulations. Aegisys employees and representatives should also be alert to changes in the law or new requirements that may affect their business unit, as well as new products or services that may be subject to special legal requirements.

Examples:

Question: The different laws are so complicated and cover so many different areas. How can I be sure that I won’t violate some little technicality? Moreover, how am I supposed to understand it all? I’m not a lawyer.
Answer: Don’t abandon your own judgment. If something seems intuitively wrong to you, ask before acting. You also have an obligation to understand the finer points of the rules governing your job. Do not hesitate to contact Aegisys Management if you need clarification of the laws or of our standards and policies.
Question: What happens if I am faced with a situation where acting ethically conflicts with making a profit for the Company?
Answer: You must always engage in legal and ethical conduct no matter the circumstances. Aegisys long-term profitability depends on our reputation. If you feel that there is a conflict between what is “right” and what is profitable, you should seek guidance from your supervisor, Vice President, or any of the other resources listed in this Code.

Discrimination and harassment
Having a diverse workforce made up of team members who bring a wide variety of skills, abilities, experiences and perspectives is essential to Aegisys success. The Company is committed to the principles of equal employment opportunity, inclusion and respect. All employment-related decisions must be based on Company needs, job requirements and individual qualifications. Aegisys does not tolerate discrimination against anyone — team members, customers, business partners, or other stakeholders — on the basis of race, color, religion, national origin, sex (including pregnancy), age, disability, sexual orientation, gender identity, marital status, past or present military service, or any other status protected by the laws or regulations in the locations where Aegisys operates. Aegisys complies with laws regarding employment of immigrants and non-citizens and provides equal employment opportunity to everyone who is legally authorized to work
in the applicable country. Aegisys provides reasonable accommodations to individuals with disabilities and removes any artificial barriers to success. As is the case with any violation of the Code, all Aegisys employees and representatives have a responsibility to report any discriminating or harassing behavior or condition even if they are not directly involved or are just witness. Retaliation for making a complaint or for assisting in the investigation of a discrimination or harassment complaint is prohibited.

An Aegisys employee or representative should report acts of discrimination or harassment to any of the following:
• Their manager or any Aegisys manager,
• Their human resources representative,
• The Vice President or any member of the Aegisys Management Teams, or
• Call the specific phone number.

 

It is against Company policy to retaliate against any Aegisys employee or representative who, in good faith, reported a violation or suspected violation of law, this Code, or other Company policies. Additionally, retaliation against those who assist in an investigation or reported violation is also prohibited. Any Aegisys employee who retaliates against anyone who made a good faith complaint may be subject to disciplinary action by the Company up to and including termination of employment. The Aegisys Management or its designated committee will be responsible for investigating violations and determining appropriate disciplinary action for matters involving Directors or executive officers. Aegisys management reserves the right to investigate violations and determine appropriate disciplinary action on its own or to designate others to do so in place of, or in addition to, the Vice President. It is imperative that persons reporting potential violations not conduct an investigation on their own. However, Aegisys employees and representatives are expected to cooperate fully with any Company investigation into reported violations.

Sensitive Complaints: A Sensitive Complaint is a complaint containing allegations that:
• Concern improprieties in accounting, auditing, financial record-keeping or internal accounting controls;
• Involve conduct of Directors or officers;
• Have realistic potential to cause significant financial, legal, or regulatory consequences for the Company;
• Might reasonably result in significant adverse publicity;
• Involve the systematic violation of customer trust; or
• Concern systemic criminal conduct not otherwise covered by one of the above categories. Any person who has or receives a complaint that he or she believes may be a Sensitive Complaint should forward that complaint immediately to the Vice President or, if contacting via the Aegisys phone lines or website, explain that the matter in the report is a potential Sensitive Complaint.

The Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. All assets of the Company must be carefully and properly accounted for. Written contracts with customers, suppliers and others must be reflective of the entire agreement. Unreported side agreements are prohibited. The making of false or misleading records or documentation is strictly prohibited.
Unrecorded or “off the books” funds, assets, or personnel benefits such as time off should not be maintained unless permitted by applicable law or regulation and approved by the Vice President and Chief Financial Officer. The Company complies with all laws and regulations regarding the preservation of records. Records should be retained or destroyed only in accordance with the Company’s document retention policies. Any questions about these policies should be directed to Aegisys Management Teams.

Business records and communications often become public. Aegisys employees and representatives should avoid exaggeration, defamatory or otherwise derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to all forms of communication including, for example, telephone calls, emails, blog postings, chat rooms, bulletin board postings and instant messaging. Professionalism in all communications is the Company’s goal.

Employee information privacy
Aegisys respects the privacy of its employees and representatives and will protect personal and confidential information that it is required to obtain for operating or legal purposes. Access to confidential information, such as personnel and medical records, is strictly limited by Company policy, jurisdictional privacy laws and other data protection regulations and frameworks.
Aegisys employees and representatives may have the right to access their own confidential information, but may not access or use the employee records of others unless authorized to do so. While the Company respects employees’ privacy, Aegisys expressly reserves the right to inspect its facilities and property, such as computers, mobile phones, telephone records, lockers, emails, files, business documents and work spaces. Aegisys employees and representatives should not expect privacy when using Company-provided services or equipment or when using personal equipment to conduct Company business.

Examples:

Question: Sometimes my manager favors certain employees with overtime and good job assignments. I think I am being discriminated against. What should I do?
Answer: You need to discuss this with your manager. Tell your manager that you feel you are not being treated fairly in terms of job assignments and overtime. Give him or her specific examples. If your manager is unresponsive or if you have any fear of retaliation, contact your human resources representative, or a member of Aegisys Management teams.
Question: During a department presentation I asked a question. I felt the response I received was abusive and I felt humiliated. Several other people in the room started to laugh. What should I do?
Answer: Our Company encourages open communication, differing opinions on issues and healthy debate when decisions are being made. However, disagreements must be handled
professionally and respectfully. Talk to the individual who made you uncomfortable, or contact your manager or your human resources representative.

Health and Safety

The Company strives to provide each employee with a healthy and safe work environment. Each employee has responsibility for maintaining a safe and healthy workplace by following the applicable health and safety rules and practices and reporting accidents and injuries, as well as any unsafe equipment, practices, or conditions as per local country procedures. Employees should contact their manager for more information.

 

Record-keeping
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked by an employee should be reported. Many Aegisys employees regularly use business expense accounts. These accounts must be properly documented and expenses recorded accurately for reimbursement. Employees who are not sure whether a certain expense is authorized for reimbursement should ask their manager.

Selection and use of third parties – procurement (fair purchasing)

Aegisys engages in open and fair procurement activities regardless of nationality or the size of the transaction. Suppliers are selected competitively based on total value, which includes quality, suitability, performance, service, technology and price. The Company strives toward establishing mutually beneficial relationships with suppliers based on close cooperation and open communication. Terms and conditions that define the relationship with suppliers are communicated early in the supplier selection process. Canadian federal law requires that certain government procurement rules related to ethics and business conduct apply to subcontractors.

Proper procurement conduct includes:
• Using established corporate-wide or regional supply (leveraged procurement) agreements;
• Obtaining competitive bids when leveraged procurement agreements do not exist;
• Confirming the financial and legal status of the supplier;
• Verifying quality and service claims on a regular basis;
• Making sure that purchase agreements clearly state the services or products to be provided, the basis for earning payment and the applicable rate or fee;
• Verifying that invoices clearly and fairly represent goods and services provided;
• Avoid exclusive agreements with a single source; and
• Contracts should only be signed by authorized representatives of the Company and in accordance with applicable policies.

The fee or price paid for goods and services by Aegisys must represent the value of the goods or services provided. Payments can only be made to the person or the firm that actually provides the goods or services and must be made in the country where the supplier does business unless prior approval is obtained.

Aegisys will not knowingly use suppliers who participate in the following activities:
• Supplying unsafe products or services,
• Violating laws or regulations,
• Using child labor or forced labor, or
• Using physical punishment to discipline employees, even if it is allowed by local law.

Conflicts of interest
Aegisys expects every employee, officer and Directors of the Company to act in the best interests of Aegisys and to protect against conflicts of interest, including even the appearance of a conflict. This means that employees, officers and Directors should avoid any investment, interest, association, or activity that may cause others to doubt the Company’s fairness or integrity, or that may interfere with their ability to perform job duties objectively and effectively. Many potential conflicts of interest can be prevented or remedied by making full disclosure of the situation to the employee’s supervisor or functional leader.

What are some activities that could be conflicts of interest?
• Owning — directly or indirectly — a significant financial interest in any entity that does business, seeks to do business, or competes with the Company;
• Holding a second job that interferes with employees’ ability to do their regular job;
• Employing, consulting, or serving on the board of a competitor, customer, supplier, or other service provider;
• Hiring a supplier, distributor, or other agent managed or owned by a relative or close friend;
• Soliciting or accepting any cash, gifts, entertainment, or benefits that are more than modest in value from any competitor, supplier, or customer;
• Taking personal advantage of what would otherwise be a Aegisys business opportunities; and
• Campaigning for an elected political office while on duty or representing Aegisys.

Example:
Question: My brother owns a business and wants to be a Aegisys supplier. May I direct him to a Aegisys manager?
Answer: Yes. You may direct your brother to the person who may be interested in his product or service. However, your supervisor and the person making the purchasing decision should be told about the relationship. Normal Aegisys procedures for selecting a vendor must be followed to make sure there is no appearance of special treatment for your brother.

Example:
Question: I just received a call from a government agency requesting information about one of our customers. Should I provide the requested information?
Answer: You should contact Aegisys Management Teams before providing any information about a customer to a third party. Our Company always seeks to cooperate fully with valid law enforcement investigations in accordance with applicable local law, but it must also take into account certain additional considerations, such as contractual obligations and the potential liability to a customer for providing information beyond that which is appropriate under the law.

Intellectual property and protecting IP
The Company’s intellectual property is one of its most valuable assets. Intellectual property refers to creations of the human mind that are protected by various national laws and international treaties. Intellectual property includes copyrights, patents, trademarks, trade secrets, design rights, logos, expertise and other intangible industrial or commercial property. Aegisys employees and representatives must protect and, when appropriate, enforce its intellectual property rights. Aegisys also respects intellectual property belonging to third parties. It is the Company’s policy not to knowingly infringe upon the intellectual property rights of others.

Proprietary and confidential information
Confidential information includes all non-public information that might be of use to competitors or harmful to Aegisys or its customers, partners, or suppliers, if disclosed. It also includes information that partners, suppliers and customers have entrusted to the Company. This includes Aegisys employees or representatives trading stocks of other companies about which they learn material, non-public information through the course of their employment or service. The obligation to preserve confidential information continues even after employment or service ends. In connection with this obligation, every employee is required to execute a confidentiality agreement upon commencement of employment with the Company. The terms of the confidentiality agreement (which may be contained within an agreement of employment) should be periodically For a full list, please see the Supplier Code of Conduct.

Customer and supplier relationships
Aegisys employees and representatives must act in a manner that creates value for the Company’s customers and helps to build relationships based upon trust. The Company has provided services for many years and has built up significant goodwill over that time. This goodwill is one of its most important assets and all employees and representatives must act to preserve and
enhance the Company’s reputation. The Company’s suppliers make significant contributions to the Company’s success. To create an environment where the Company’s suppliers have an incentive to work with the Company, suppliers must be confident that they will be treated lawfully and in an ethical manner. The Company’s policy is to select significant suppliers though a competitive
bid process where possible. In selecting suppliers, the Company does not discriminate on the basis of age, gender, marital status, race, veteran status, color, gender identity, military status, religion, disability, genetic information, national origin, sexual orientation or any other status protected by the laws or regulations in the locations where Aegisys operates. A supplier to the Company is generally free to sell its products or services to any other party, including Company competitors. In some cases where the products or services have been designed, developed, or manufactured to the Company’s specifications, the agreement between the parties may contain restrictions on sales to others where this is lawful to do so.

Protecting customer/third party information privacy
Keeping customer information secure and using it appropriately is a top priority for the Company. Aegisys must safeguard any confidential information customers or third parties share with it. The Company must also ensure that such information is used only for the reasons for which the information was gathered, unless further use is allowed by law. Customer or third party information is any information about a specific customer or third party, which includes but is not limited to the following: name, address, phone numbers and financial information. Aegisys does not disclose any information about a third party without written approval unless legally required to do so (for example, under a court-issued subpoena). Aegisys reserves the right to monitor and inspect, without notice, the use of its information and technology resources.

Disclosure
Full, fair, accurate and timely disclosure must be made in the reports and other documents that the Company files with, or submits to, the SEC and in its other public communications. Such disclosure is critical to ensure that the Company maintains its good reputation, complies with its obligations under the securities laws and meets the expectations of its shareholders. Aegisys employees and representatives responsible for the preparation of such documents and reports and other public communications must exercise the highest standard of care in accordance with the
following guidelines:
• all accounting records, and the reports produced from such records, must comply with all applicable laws;
• all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;
• all accounting records must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities,

revenues and expenses;
• accounting records must not contain any false or intentionally misleading entries;
• no transactions should be intentionally misclassified as to accounts, departments or accounting periods;
• all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
• no information should be concealed from the internal auditors or the independent auditors; and
• compliance with the Company’s internal control over financial reporting and disclosure controls and procedures is required.
Any questions concerning the Company’s disclosure controls and procedures and internal controls for financial reporting should be directed to Aegisys Vice President or Chief Financial Officer, as appropriate. Compliance with amendments of this code.

Any material amendment of this Code will be made only by Aegisys Management Teams and will be promptly disclosed as required by law. Any question about whether information is confidential should be directed to the Vice President.

Example:
Question: We hired a person who formerly worked for a competitor. She is aware of proprietary and confidential information about her former employer. Is it okay for her to share this information at Aegisys?
Answer: No. Aegisys policy prohibits disclosing proprietary, technical information and confidential business information about her former company. Even if it were accidentally disclosed, you cannot use the information. Simply stated, our Company will treat proprietary and confidential information about other companies in the same way that we expect former employees to treat our confidential information after leaving.

Protection and proper use of company assets and resources
Aegisys provides an array of information and technology resources intended to maximize its employees’ efficiency, such as email, computers, computer applications, networks, the internet, the intranet, facsimile machines, cell phones, other wireless communication devices, telephones and voice mail systems. Please remember that these tools are Company property and must be used in a manner that reflects positively on Aegisys and all who work here. Occasional, limited personal use of these resources is permitted, but that use cannot interfere with employees’ work performance or the work performance of their colleagues. Aegisys will not tolerate inappropriate or illegal use of these assets, and reserves the right to take appropriate disciplinary actions, as needed, up to and including termination of employment. Such inappropriate use of these resources can include, but are not limited to, the following:
• Hacking,
• Pirating software or video/audio files,
• Sending inappropriate email,
• Accessing inappropriate web sites (such as those advocating hate, violence, sexually explicit material, or promoting illegal activities) and
• Distributing confidential, proprietary or trade secret information of Rackspace Technology outside the Company.

Doing the right thing for the marketplace – Antitrust and fair competition
It is Aegisys policy that all Directors, officers and employees comply with antitrust and competition laws. Global antitrust and competition laws prohibit efforts and actions to restrain or limit competition between companies that otherwise would be competing for business in the marketplace. Aegisys employees and representatives must be particularly careful when they interact with any employees or representatives of Aegisys competitors. They should use extreme care to avoid any improper discussions with competitors, especially at trade association meetings or other industry or trade events where competitors may interact. If an employee or representative is not careful, they could find that they have violated antitrust and competition laws if they discuss or make an agreement with a competitor regarding:
• Prices or pricing strategy,
• Discounts,
• Terms of customer relationships,
• Sales policies,
• Marketing plans,
• Customer selection,
• Allocating customers or market areas,
• Not hiring former employees, or
• Contract terms and contracting strategies.

Agreements with competitors do not need to be written in order to violate applicable antitrust and competition laws. Informal, verbal, or implicit understandings could be violations. Antitrust  violations in Canada may be prosecuted criminally as felonies and can result in severe penalties for Aegisys and any associate or other person who participates in a violation.
More specifically, there are no circumstances under which agreements among competitors relating to prices may be found legal. Price fixing is a criminal offense and may subject the Company to substantial fines and penalties and the offending employee to imprisonment and fines. Further, it is a per se violation of antitrust laws for competitors to agree, expressly or by implication, to divide markets by communicating with external parties.

Aegisys employees are not authorized to speak with the media or other third parties on behalf of the Company, or give the impression that they are speaking on behalf or the Company, unless authorized by the Aegisys management teams. This includes posts to online forums, social media sites, blogs, chat rooms and bulletin boards. This policy also applies to comments to journalists about specific matters that relate to Aegisys businesses, as well as letters to editors and endorsements of products or services. To ensure professional handling, all media requests should be directed to the Aegisys Management Teams. Contact information for media inquiries can be found on the public website at: www.aegisys.com under the Contact Information page.

Social media
Social media is of growing importance in the marketplace. It enables Aegisys to learn from and share information with the Company’s stakeholders, as well as communicate with the public about the Company. In addition to following all Company policies, a general rule to remember when utilizing social media is to think about the effect of statements that one makes on that platform. Keep in mind that these transmissions are permanent and easily transferable and can affect the Company’s reputation and relationships with coworkers and customers.

Aegisys employees’ postings on internet sites and social media sites such as Facebook or Twitter may include the fact that they work for Aegisys, their job title, a high level job description (e.g., no specific project or initiative details, no proprietary application or software names, etc…) and their general office location. Be mindful not to disclose confidential and proprietary information about Aegisys business, suppliers, or customers.

Example:
Question: A competitor is constantly making misleading and disparaging comparisons with our product. What can I do to counter this?
Answer: We expect our employees to compete vigorously and effectively but never unfairly. Therefore, you must make sure that any comparisons with the competition are fair and accurate. You should also contact the Legal Department since certain legal remedies may be available to our Company.

Anti-corruption/anti-bribery
Many countries have laws that prohibit bribery, kick-backs and other improper payments. Aegisys requires all employees, officers, agents and independent contractors acting on behalf of Aegisys
strictly abide by these laws. No Aegisys employee, officer, agent, or independent contractor acting on the Company’s behalf may offer or provide bribes or other improper benefits in order to obtain business or an unfair advantage. A bribe is defined as the offer, promise, giving, demand or acceptance of a gift, hospitality, or other business advantage as an inducement for something in return. The exchange of appropriate gifts and entertainment is often a way to build business relationships. When determining whether a gift or entertainment is appropriate, consider its value and whether its public disclosure would be an embarrassment to the individual or Aegisys. Never allow a gift or entertainment to compromise professional judgment or create the appearance of doing so. See the Gifts and Entertainment section below for more information. It is never acceptable to accept or provide any gift, entertainment, or hospitality which is conditional on receipt of something in return. Receipt of cash by Aegisys employees is never acceptable regardless of the amount. This would include the receipt of a gift card that contains a logo and can be used at any location for any purpose (e.g., Visa, Mastercard, AMEX, etc.). Aegisys employees must avoid participating in commercial bribery and kick-backs, or even the appearance of it, in all business dealings. For reference,
• Commercial bribery involves a situation where something of value is given to a current or prospective business partner with the intent to obtain business or influence a business decision; and territory or customers as well as for competitors to agree not to do business with a particular customer or supplier. Obtain and use competitive information fairly. Gathering and using information about Aegisys competitors, often called Competitive Intelligence, is a legitimate business practice. Doing so helps the Company stay competitive in the marketplace; however, one must never use any illegal or unethical means to get information about other companies, nor use information in a misleading way. Legitimate sources of competitive information include publicly available information such as news accounts, industry surveys, competitors’ displays at conferences and trade shows and information publicly available on the Internet. Aegisys employees may also gain competitive information appropriately from customers and suppliers (unless they are prohibited from sharing the information) and by obtaining a license to use the information or actually purchasing the ownership of the information. When working with consultants, vendors and other partners, ensure that they understand and follow Aegisys’s policy on gathering competitive information.

Honest advertising and marketing
Aegisys employees are responsible for accurately representing Aegisys and its products in marketing, advertising and sales materials. Deliberately misleading messages, omissions of important
facts or false claims about the Aegisys products, individuals or competitors and their products, services, or employees are inconsistent with the Company’s values. Sometimes it is necessary to make comparisons between Aegisys products and its competitors. When this happens, the Company will make factual and accurate statements that can be easily verified or reasonably relied upon. If a competitor makes false or misleading statements about Aegisys or its products and services, seek guidance from Aegisys Management Teams.

Examples:

Question: Can a foreign company pay for an employee’s travel to visit their facilities in the foreign country?
Answer: Yes. Travel must be directly related to promoting, demonstrating, or explaining Aegisys products or services or executing or performing a contract. The amount should be reasonable in light of the business purpose and in line with what that company would reimburse its own employees. The other company should not pay for a side trip to Las Vegas or an employee’s shopping trip in Paris. Entertainment must be proportional to the business purpose of a trip.
Question: What is the difference between a “gift” and a “bribe?”
Answer: A “gift” is made with “no strings attached” in the interest of, for example, building a business relationship or expressing thanks. A “bribe” occurs if you accept or give something of value to someone in return for something else.

Gifts and entertainment
Gifts and entertainment can create goodwill in business relationships but can also make it hard to be objective about the person providing them. Aegisys choice of suppliers, vendors and partners must be based on objective factors like cost, quality, value, service and ability to deliver. The Company must avoid even the appearance of making business decisions based on gifts received through these relationships. Giving or accepting gifts of nominal value are acceptable as long as the employee’s business unit does not have a more stringent requirement. Infrequent business entertainment is appropriate provided it isn’t excessive and it does not create the appearance of impropriety. When giving gifts or offering to entertain a business partner, ensure that the offer does not violate the recipient’s own policies. Even simple offers such as purchasing a meal or refreshments for public officials may be unacceptable or even against the law. Contact Aegisys Management Teams before providing any gift or entertainment to a public official.

• Kickbacks are agreements to return a sum of money to another party in exchange for making or arranging a business transaction. Even in locations where such activity may not be illegal, it
is prohibited by Company policy. Any form of bribery is not only a breach of Aegisys policy, but may be a criminal offense. Aegisys employees may be prosecuted for such acts. Furthermore, Aegisys may be found liable not only for the acts of its employees, but also for failing to prevent such acts by others working on its behalf.
Offering a gift or entertainment that could be perceived as a bribe becomes especially problematic when dealing with a government official. Government official includes any government employee, candidate for public office, or employee of government-owned or controlled companies, public international organizations, or political parties. Aegisys employees and representatives must not offer payment or anything of value to a government official for the purpose of influencing official action or securing an improper advantage. If Aegisys cannot obtain a contract without paying a bribe, the employee should walk away from the deal and immediately report the matter to the Vice President. Aegisys reputation for integrity is more important than the profit from any contract.

Employees should be alert to a possible violation if any of the following occur:
• A request that a commission be paid in cash, in another name, or to an address in another country;
• Unexplained large expenses on a travel & entertainment expense report;
• An agent demanding a higher than normal commission for a transaction; or
• Any agent or salesperson who says he or she is working with a government official to give the Company the contract.
• Employees should report any acts they believe are in violation of anti-bribery laws to any of the following:
• The Chief Legal Officer, or appropriate legal representative; or
• Call the specific country phone number or click a contact form link to file a report online at www.aegisys.com.

Social responsibility
Aegisys is a company that operates with integrity, makes good choices and does the right thing in every aspect of its business. Aegisys employees must continuously challenge themselves to
define what it means to be a responsible company and work to translate this definition into behavior and improvements at Aegisys. Aegisys seeks to align its social and environmental efforts with its business goals and continues to develop both qualitative and quantitative metrics to assess progress.

Summary
The Aegisys Code of Conduct is intended to provide all Aegisys employees and representatives with a better understanding of what is expected and to make them aware of the legal and ethical
standards that the Company must maintain. Understanding what is expected will better enable them to meet their responsibilities. The Code also enables the Company to continue to grow and prosper in a responsible manner that will benefit Aegisys shareholders, employees, customers and the communities where they live and do business.

Examples:
Question: I received a gift from a customer, but I am unsure of its value. How do I know if I need to disclose it?
Answer: You do not need to seek approval of very modest items, unless other people could reasonably construe them as influencing your business decisions. You should use your best judgment to estimate the value of the gift you received and the need to seek appropriate approval. If in any doubt, always err on the side of asking for approval. If you have any doubt about an item’s value or its implications in relation to an actual or perceived conflict of interest, you should discuss the situation with your manager.
Question: A supplier just offered me a 15% personal discount. Is this appropriate?
Answer: You cannot accept a personal discount unless the supplier offers the discount to all Aegisys employees. Contact our Workplace Services team to discuss whether the discount
qualifies.

Anti-money laundering
Money laundering is a global problem with far-reaching and serious consequences. Money laundering is defined as the process of converting illegal proceeds so that funds are made to appear legitimate and it is not limited to cash transactions. Complex commercial transactions may hide financing for criminal activity such as terrorism, illegal narcotics trade, bribery and fraud. Involvement in such activities undermines the Company’s integrity, damages its reputation and can expose Aegisys individuals to severe sanctions. The Company forbids knowingly engaging in transactions that facilitate money laundering or result in unlawful diversion. Aegisys takes affirmative steps to detect and prevent unacceptable or illegal forms of payment and financial transactions. Aegisys is committed to full compliance with anti-money laundering laws throughout the world and will conduct business only with reputable customers involved in legitimate business activities and transactions.