CODE OF

BUSINESS CONDUCT AND

ETHICS
09/23/2021,
Abu Dhabi, UAE
Introduction

This Code of Business Conduct and Ethics (“Code”) sets out the guiding principles and standards of
conduct that will enable Group 42 Holding Ltd. and its subsidiary companies (together, “Group 42,”
or “we”) to maintain the highest ethical standards and comply with applicable laws and regulations.

While this Code covers a wide range of business practices and procedures, it does not address every
applicable law or respond to every ethical question or concern that may arise. If you find yourself
uncertain about how to apply its principles to a particular situation, seek guidance from your
manager or the Compliance Department.

This Code applies to employees, directors and officers of Group 42 (“you”). Please sign the
acknowledgment form attached as Exhibit A and return the form to the Compliance Department
indicating that you have received, read, understand and agree to comply with this Code. You may
also be asked to participate in trainings and similar activities designed to reinforce your
understanding of this Code and its applicability to Group 42’s business.

Commitment to Compliance and Ethical Principles

Obeying the law, both in letter and in spirit, is the foundation of Group 42s ethical standards.
We are committed to respecting and obeying the laws of the jurisdictions in which we operate,
conducting our business in an ethical manner, and avoiding activities that could be perceived as
improper.

You must comply with the Code even where local laws are less restrictive than this Code. Where
local laws are more restrictive than this Code, you must comply with local law.

As Group 42, we are committed to complying all applicable laws and Group 42 policies and
procedures, including those relating to:

Trade Control laws

Governments and international organizations have enacted economic sanctions against certain
foreign countries, companies, and individuals. As a result, there are certain parties and certain
countries with which we cannot do business. Many countries also restrict or prohibit imports and
exports involving certain products and technology.

You must:

• Comply with applicable trade control laws.

• Only do business with reputable customers and partners.

You may not:

• Conduct business with any individuals or entities that are the target of sanctions;

• Export, reexport, or transfer any item to a prohibited party or country without the requisite
authorization from the appropriate governmental authority.

For more information about compliance with trade controls laws, refer to the Compliance Policy.

Anti-money laundering laws

Money laundering is generally a process whereby (i) the proceeds of crime are being retained,
concealed or disguised, and/or (ii) used for financing terrorism or other illegal activity.

The laws that prevent such proceeds of illegal activities from being disguised as legitimate funds
and integrated into the financial system are called “anti-money laundering” laws and they
generally prohibit handling or dealing with criminal property.

You should take note of any suspicious activities of customers and partners to ensure that neither
you nor Group 42 is handling the proceeds of criminal activities.

For more information about compliance with anti-money laundering laws, refer to the Compliance
Policy.

Antitrust and fair competition laws

The laws that govern the way in which companies compete are called “antitrust laws” in the U.S. and
“competition laws” in the United Arab Emirates, Europe and elsewhere.

Among the activities generally found to violate these laws are agreements—whether written or
oral—among competitors to fix or control prices, structure bids to direct work to a particular entity,
boycott certain entities, allocate markets, or limit production.

You may not enter into any such agreements, or have any discussions with competitors about our
prices, costs, profit margins, or bids for specific business.
Anti-corruption laws

”Anti-corruption laws” prohibit corrupt behavior, which includes improperly influencing—or

attempting to influence—government officials or private individuals.

You may not make, promise to make, or offer to make any payments or provide any item of value,
directly or indirectly, to anyone for the purpose of improperly obtaining or retaining business,
securing an improper business advantage, or inducing the recipient to perform a job function
improperly. An “item of value” may take many forms, including travel, personal favors, offers of
employment, and other benefits that you might not think of as traditional gifts.

If you provide business courtesies—such as meals and entertainment—they must be reasonable in

value and consistent with customary business practices, and must not even appear improper. Never
provide cash gifts.

For more information about compliance with anticorruption laws, refer to the Compliance Policy..

Accounting standards and related legal requirements

Our records, accounts, and financial statements must be maintained in reasonable detail; must
accurately reflect Group 42’s business; and must conform to applicable legal requirements, our
system of internal controls, and generally accepted accounting practices and principles.

You may not misrepresent facts or falsify records

Record management protocols

You must follow Group 42 policies and procedures related to records management. You should
review your paper and electronic files on a regular basis and discard or delete those records for
which there is no continuing business or legal reason to retain. Records should be disposed of in a
manner consistent with the degree of confidentiality and sensitivity required by the information
they contain.

Group 42 will comply with all legal requirements concerning the preservation of specific records,
including legal holds imposed by Group 42 counsel in connection with anticipated or actual
litigation or investigations. business.
Environmental and health and safety laws

You must act in accordance with all laws and regulations governing hazardous materials; emissions;
waste and wastewater management and discharge; pollution prevention; occupational injury
prevention; prevention of chemical exposure; emergency prevention, preparedness and response;
occupational safety procedures and systems; and worker health-and-safety communication.

Labor and human rights laws

We are committed to providing a professional work environment that is free from such
discrimination and from harassment. This includes sexual harassment, as well as harassment based
on any of the protected statuses listed above or any other category protected by law.

You must not unlawfully discriminate on the basis of:

• race;
• color;
• religion;
• sex (including pregnancy, childbirth, or related medical conditions);
• sexual orientation;
• national origin;
• age;
• disability;
• marital status;
• veteran status, or
• any other basis.

You must:
• comply with any laws designed to prevent involuntary and underage labor;
• mandate fair working hours, wages, and benefits; and
• protect freedom of association.

Insider Trading

If you who have access to confidential information about Group 42, you may not use or share that
information for stock trading, or for any other purpose except the conduct of our business.
Candor and cooperation with authorities

Group 42 must cooperate with appropriate government inquiries and investigations. In this context,
however, it is important to protect the legal rights of Group 42 with respect to its confidential
information.

All government inquiries and requests for information, documents or investigative interviews
(whether in person, by phone, email or written correspondence) must be referred to the Compliance
Department, which will coordinate a response.

Due diligence of Group 42’s business partners

Business partners and agents who act illegally may expose Group 42 to civil and criminal liability.
Before hiring any third parties who will act on our behalf, you must take appropriate steps to
determine their reputation for ethical behavior, experience in performing the services for which they
will be retained, familial or other relationships with government officials, and other relevant
information.

You must investigate and notify the Compliance Department of any suspicious information obtained
through due diligence, as described in the policies and procedures implemented by the Compliance
Department.

Conflicts of interest

A “conflict of interest” exists when your private interest interferes in any way—or even appears to
interfere in any way—with the interests of Group 42, or when you have loyalties that are somehow
inconsistent with or opposed to the best interests of Group 42. A conflict of interest may make it
difficult to perform work or make business decisions objectively and effectively.

It would be impossible to list every scenario that could give rise to a conflict of interest, but some
common examples include:

• working on Group 42 business that involves a family member or close acquaintance;

• investing in a client, supplier, or competitor;

• accepting employment with a competitor; or

• taking personal advantage of a business opportunity discovered in the course of your work
for Group 42.
Confidential information and intellectual property

You must comply with our requirements for the maintenance of the confidentiality and security of
confidential information and intellectual property.

Take care not to violate the intellectual property ownership rights of Group 42 or others. Intellectual
property includes, without limitation, copyrights, patents, trademarks, licenses, and trade secrets.

Do not transfer, publish, disclose, or use confidential information unless required to do so in the
ordinary course of business or as authorized by the Compliance Department.laundering.

Data protection

It is our policy to take appropriate steps to protect information relating to individuals, whether they
are employees, customers, investors, or suppliers. We are responsible for collecting, processing, and
transferring personal data only for lawful and legitimate business purposes. We must safeguard the
confidentiality and security of personal data and respect individual privacy, and we must take care
to comply with the data privacy laws of each jurisdiction in which we operate.

Reporting any Illegal or Unethical Behavior; No

Retaliation

It is your obligation and ethical responsibility to help enforce this Code. You are encouraged to talk
to supervisors, managers, or other appropriate personnel about suspected illegal, improper, or
unethical behavior and when in doubt about the best course of action in a particular situation.

You must:

• promptly report violations to the Compliance Department;

• cooperate in internal investigations of wrongdoing or misconduct; and

• report suspected or known violations to appropriate governmental authorities (in addition

to internal reports of violation).

We do not tolerate reprisal, threats, retribution, or retaliation against any person who in good faith
has reported a violation or a suspected violation of law, this Code, or other Group 42 policies, or
against any person who is assisting in any investigation with respect to such a violation. Any such
retaliatory action is both a violation of Group 42 policy and certain laws.
Exhibit A

ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

I have received and read Group 42’s Code of Business Conduct and Ethics (the “Code”). I understand
the standards and policies contained in the Code and understand that there may be additional
policies or laws specific to my position as an employee, officer, or director of Group 42. I further agree
to comply with the Code in its current version and as updated from time to time.

If I have questions concerning the meaning or application of the Code, any Group 42 policies, or the
legal and regulatory requirements applicable to my position, I know I can consult my supervisor or
the Compliance Department, knowing that my questions or reports to these sources will be
maintained in confidence.

Sarah Andrea de Padua

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Employee Name

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Signature

05/04/2022
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Date

Please sign and date and return this form to the Compliance Department.