Code of Ethics and Standards of Conduct Policy Policy

Revised March 2021

© 2021 Netcracker Technology Corporation

Rev. March 2021
Document Information

Effective Date: March, 2021

Next Review Date: March, 2022

Reviewer(s): Director of Compliance

Approver(s): Director of HR

Review History

Date Description Reviewer Title / Role

1/2020 Reviewed Director of Compliance

1/2021 Reviewed VP, HR; Director of Compliance

3/2021 Reviewed and updated Director of Compliance

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Introduction

The officers, directors and employees of NetCracker Technology Corporation (the “Company”; “Netcracker”)
recognize that the key to enhancing the corporate value of Netcracker worldwide is fulfilling our corporate social
responsibility in our day-to-day work.

This Code sets forth Netcracker's principles concerning the proper code of conduct and expected behavior for all
employees to follow. Netcracker may also have specific established policies, including, but not limited to, an
Antitrust Policy, an Equal Employment Opportunities Policy and an Acceptable Behavior, Discipline & Termination
Policy, that provide further guidance governing the expected conduct of Company employees. Such policies shall
be read in conjunction with this Code and may be found on Netcracker’s Compliance Portal.

Netcracker strives to conduct business in accordance with the highest standards of integrity. It is the policy of
Netcracker, and the responsibility of each employee to comply with all laws, rules and regulations governing
Company operations and to conduct Company business in accordance with the highest ethical and legal standards.

Compliance with the law means not only following the law, but conducting business so that Netcracker will
deserve and receive recognition as a good and law-abiding corporate citizen, alert to its responsibilities in all areas
of good citizenship. Even where the law does not apply, certain standards of ethics and morality relate to
Company activities and require the same diligence and attention to good conduct and citizenship.

Both management and individuals are obliged to fulfill the intent of this Policy. Management has an obligation to
respect each employee, provide an effective work environment, and be receptive to suggestions and complaints.
All Company personnel including vendors and contractors where applicable are required to comply with this
Policy. Any violation of applicable laws, rules, regulations or prevailing business ethics standards will subject an
employee to appropriate disciplinary action, up to and including termination of employment.

It is also vital that all business conducted avoids any appearance of impropriety and is in observance of all
applicable laws, regulations and Company policies.

During the course of conducting Company business, personnel may come into the possession of confidential
information including but not limited to trade secrets, Company action and strategic plans, financial statements,
lease information, licenses, revenue and sales figures, employee/customer/vendor/supplier lists, franchise
relationships, real estate information, certain salary details and many other kinds of proprietary information. All
of this information, whether about Netcracker, its customers, suppliers or employees is strictly confidential. Any
questions or doubts about the confidentiality of information must be resolved in favor of confidentiality.

Employees are expected to avoid situations that create an appearance of, or an actual or potential conflict in
which an employee’s actions or loyalties are divided between personal and Company interests or between
Company interests and those of another.

If there are any questions about whether or not there may exist such a conflict of interest in any business situation,
such questions should be brought to the attention of Netcracker’s Corporate Compliance & Ethics Committee.
Any doubt should be resolved in favor of disclosure and a request for specific guidance.

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All personnel must avoid any activity, agreement, business investment or interest which could be in conflict with
the interests of Netcracker or that could interfere with the responsibility to best serve Netcracker.

Each manager and supervisor is ultimately responsible for ensuring that his or her employees understand and
comply with Netcracker’s Code of Ethics and Standards of Conduct. Each manager and supervisor must create a
work environment in which compliance is expected and required and in which there is no suggestion that
violations that might benefit Netcracker or an employee’s career are condoned. Simply stated, Netcracker’s
managing philosophy is full and complete compliance with no element of risk management.

Moreover, disciplinary measures may apply to anyone who violates the Code of Ethics and Standards of Conduct
in any manner, including directing or approving a violation(s) or who has knowledge of a violation(s) and does not
act promptly to correct it or to report it to the proper authority. A “proper authority” may include one’s
supervisor, one in the employee’s supervisory chain, Netcracker’s Corporate Compliance & Ethics Committee or
a governmental agency such as the designated Inspector General. In this regard, all employees shall fully and
completely cooperate with all informal and formal audits or investigations authorized or conducted by
management, by this Code of Ethics and Standards of Conduct, by the President or Board, by any contractual
agreements with a governmental entity or by Netcracker’s Legal or Finance Departments. Failure of any employee
to cooperate may result in disciplinary action up to and including termination of employment.

It is the intention of Netcracker to summarize all applicable laws, rules, regulations and Company policies
regulating workplace conduct standards for all personnel in accordance with all applicable laws, rules and
regulations. Where such laws, or a collective bargaining agreement, offer more protections or benefits to
employees, the protections or benefits provided by such laws will apply to those employees subject to the
applicable collective bargaining agreement or in such jurisdictions. Exceptions to this Policy may only be made by
Netcracker’s Compliance & Ethics Committee. This Policy shall not be deemed to be a contract, express or implied,
guaranteeing employment or any terms of employment, for any duration of time. Netcracker reserves the right
to modify or terminate this Policy, in its sole discretion, at any time, with or without notice. Any violations of this
Policy may result in the imposition of discipline, up to and including termination of employment.

Any form of retaliation against an employee seeking benefits under this Policy is strictly prohibited and may
result in the imposition of discipline up to and including termination of employment.

Except as may be specified in a particular policy, Netcracker’s Corporate Compliance & Ethics Committee is
responsible for interpreting and applying this Policy to specific situations in which questions may arise, after
appropriate consultation with other departments, including Human Resources. This Committee shall be
responsible for ensuring that Netcracker’s Code of Ethics and Standards of Conduct is updated, communicated,
and enforced as necessary and appropriate. The Committee will also maintain a record of interpretations issued
under this Policy so that such interpretations can be consistent throughout Netcracker. Where appropriate, such
as in the case of interpretations of broad application to employees, such interpretations shall be posted on
Netcracker’s Compliance Portal. Any questions relating to how this Policy should be interpreted or applied should
be addressed to the Corporate Compliance & Ethics Committee.

The following pages contain specific directives regarding Netcracker’s Code of Ethics and Standards of Conduct.
All personnel must review these on a regular basis so that such standards are incorporated into all daily practices.
If further guidance on a particular circumstance is required, personnel may contact their supervisor, the Chief
People Officer or the Chief Legal Officer for assistance.
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Code of Ethics and Standards of Conduct

All personnel, including officers, directors and employees of Netcracker shall receive a copy of this Policy. Each of
these persons must certify that they have received and read this Policy, and that they understand it and agree to
comply with it. This certification can be accomplished by completing the certification attached to this Policy (see
Appendix A). Failure to comply with the Code of Ethics and Standards of Conduct will result in appropriate
disciplinary action up to and including termination of employment.

All personnel should take the time to read this Policy carefully. Netcracker is confident that each individual will
comply fully with the highest ethical standards and maintain Netcracker’s reputation as a good citizen with the
highest of business standards.

In furtherance of this goal, Netcracker expects the following conduct from everyone who is subject to this Policy:

Conflict of Interest/Loyalty

All employees shall avoid any actual or apparent conflict of interest. A conflict of interest occurs when an
employee’s private interests interfere in any way with the interests of Netcracker as a whole. Anytime such
conflict appears, or an employee believes that such conflict might develop, the employee is required to discuss
the matter with his/her immediate supervisor and with the Legal department.

Some clear conflict of interest situations that should always be avoided include the following:

 any ownership interest (other than nominal amounts of stocks in publicly traded companies) in
any supplier, customer, or competitor of Netcracker for which the employee works;

 any consulting or employment relationship with any customer, supplier, or competitor. In

addition, no officer or employee of Netcracker may be a consultant or supplier to Netcracker (or
employed by a consultant or supplier to Netcracker with whom such officer or employee had
direct business dealings while employed at Netcracker) in a post termination business venture for
a period of two (2) years from the date of termination from Company without the written consent
of the Compliance & Ethics Committee, in consultation with Netcracker’s President or his or her
designee;

 any outside business activity that is competitive with any of Netcracker’s businesses, including
any businesses of Netcracker’s parent, subsidiaries or affiliated entities;

 the receipt of any gifts (other than nominal) gratuities, or excessive entertainment from any
company with which Netcracker has business dealings. The receipt of any such gifts (other than
nominal), gratuities, or excessive entertainment by anyone at Netcracker is against Company
policy. Any such gifts should immediately be returned and reported to the employee’s immediate
supervisor. If immediate return is not practical, they should be given to Netcracker for charitable
disposition or such other disposition as Netcracker deems appropriate. Netcracker’s business
relations are to be maintained on an objective basis, free from the influence of gifts and favors.
Only nominal gifts and moderately priced business meals or business entertainment may be
accepted from suppliers and even that must be done within established guidelines and with the
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 full knowledge of the appropriate supervisors and managers. As a general guideline, business
meals or business entertainment is acceptable as long as it is: modest, infrequent, in good taste,
and where practicable, on a reciprocal basis; clearly related to the conduct of business; free from
the pressure to grant special favors; and it does not violate any laws or the policy of Netcracker
or the business with which Netcracker is dealing. All employees are urged to make Netcracker’s
Policy known to those with whom they deal, and the incorporation of this Policy into agreements
with vendors, dealers and other business associates is encouraged;

 any outside activity of any type that is so substantial as to call into question an employee’s ability
to devote appropriate time and attention to his or her job responsibilities with Netcracker. If an
employee has an outside business or takes additional part-time work with an entity that is not a
competitor, a supplier, or a customer, this in itself does not constitute a conflict of interest. It is
the employee’s responsibility to notify his or her supervisor of such activities and to ensure that
this activity does not conflict with the employee’s availability to conduct Company business, as
well as any other interests of Netcracker. The two activities must be strictly separated and the
following list is a non-comprehensive outline of prohibited behavior:

(a) any failure to comply with Netcracker’s Solicitation Policies, including the prohibition
from promoting products or services from the outside business to other Company
employees during work hours;

(b) customers and colleagues from the outside activity may not contact such employee at
Netcracker;

(c) such employee may not attempt to sell products from the outside business to Netcracker;

(d) such employee may not conduct the outside business work during Company work hours;
and

(e) such employee may not use Netcracker’s supplies or equipment nor the time of any
Company personnel for the outside business;

 the service on any board of directors of any customer, supplier, or competitor unless such board
service has been disclosed to Company and approved by Netcracker’s Compliance & Ethics
Committee;

 being in the position of supervising, reviewing, or having any influence on the job evaluation, pay,
or benefits of any close relative or a person with whom an employee is having a personal romantic
relationship;

 having job responsibilities that regularly require dealing with any close relative or a person with
whom an employee is having a personal romantic relationship who is employed at another
company;

 taking advantage of an opportunity learned of in the course of employment with Netcracker, such
as by acquiring property or leases in which Netcracker may be interested; and
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  selling anything to Netcracker or buying anything from Netcracker (except pursuant to any normal
program of disposal of surplus Company property that is offered to all employees in general).

Anything that presents a conflict for the employee would probably also present a conflict if it is related to a
member of the employee’s family, a close relative, or a person with whom the employee is romantically involved.
For example, ownership of stock in competitors or suppliers or receipt of gifts or entertainment by members of
the employee’s immediate family would create the same conflict of interest as if the stock were owned or the
entertainment received by the employee. In marginal situations, employees are asked to discuss the situation
with their supervisors at the earliest juncture to prevent possible misunderstandings at a later date.

Regarding stock holdings, all employees shall be furnished with a copy of the Disclosure, Divestiture and Waiver
Procedures (Appendix B). Those employees whose financial interests fall within the definition shall be required
to submit disclosure and waiver requests as applicable.

Compliance with Applicable Laws

All employees must strictly comply with applicable federal, state and local laws, rules and regulations. Some laws
applicable to employees are explained in the Standards of Conduct below. Many other laws and regulations
govern the conduct of Netcracker, its officers, managers and employees.

Ethical Standards

Employees should use their best judgment when performing their responsibilities on behalf of Netcracker.
Improper use of Company resources is considered an abuse of Company resources. This means resources such as
tools, vehicles, cell phones, pagers, computers and copy machines must be used only for business-authorized
purposes and in accordance with applicable Company policies.

Failure to comply with the law and the Code of Ethics and Standards of Conduct could result in serious
consequences for Netcracker, the involved employees, and their supervisors. Violations may subject Netcracker
and the individuals to criminal and civil penalties, fines, damages, restrictions from business activities and
disciplinary action up to and including termination of employment. Moreover, Netcracker’s reputation may be
damaged by any allegations of unethical conduct, even in cases where Netcracker is ultimately found to have
acted appropriately.

STANDARDS OF CONDUCT

I. Respect for Human Rights

Respect for human rights – Employees of Netcracker are expected to understand and respect international human
rights. As such, you must agree not to perform or allow any act that may be prejudicial on the grounds of race,
beliefs, age, social position, family origin, nationality, ethnicity, religion, gender, sexual orientation and gender
identity, or disability, or any act that may offend the dignity of any individual such as bullying, harassment, child
labor, or forced labor.

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Respect for privacy – Employees should respect the private information of individuals that is acquired at the
workplace and/or in the course of their duties and must do your best to ensure that Netcracker’s business
activities shall not cause any privacy or other human rights issue.

Respect for each other’s way of life – Netcracker expects all employees to respect the diverse characteristics and
values of all colleagues and other stakeholders. Netcracker encourages you to help create and inspire others to
create new social value and innovation. We ask that you aim to embrace different working styles to improve
productivity and allow you to maintain a reasonable work-life balance.

II. Environmental Preservation

We ask that all employees look to reduce the impact of climate changes and environmental loads, to promote
recycled resources and to preserve biological diversity together with our customers and through our business
activities to contribute to the creation of a sustainable society. We expect each employee to do their best to save
energy, reduce the amount of waste, and properly separating waste for reuse or recycling.

III. Product and Service Quality

Netcracker is committed to continual improvement and innovation in its products and services. Company
products and services, as a minimum, must meet all contractual requirements, government regulations and/or
specifications and Netcracker’s own internal standards. In this regard, products and/or services offered to the
marketplace by Netcracker must:

1. Satisfy appropriate inspections and testing requirements;

2. Meet contract and/or government specifications;
3. Be properly identified and safe for their normally intended use;
4. Meet all applicable laws, regulations and industry standards.

Quality is more than a goal; it is a requirement for the government and all other customers. Employees must
perform their jobs in a manner that ensures the provision of quality products and/or services. The quality of the
products and services offered by Netcracker is essential to Netcracker’s reputation for business integrity.

IV. Fair Competition in Bidding, Contracting and Pricing

Antitrust laws promote fair competition in business. Total compliance with antitrust laws is the responsibility of
Netcracker’s officers and employees.

Antitrust laws prohibit conspiracies and agreements that unreasonably restrain trade. Antitrust is a complex area
of law that governs relations with other businesses, customers and suppliers. Any business activity that could
possibly restrain competition should first be brought to the attention of the Compliance & Ethics Committee.

The antitrust provisions forbid among other things:

1. Competitors making agreements about price, including discounts, credit or price fixing. This
prohibition includes things that might affect the price such as employee salaries, fringe benefits,
fees, bid rigging, or markups.
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 2. Competitors agreeing to boycott against another party.
3. Competitors agreeing to restrict their supply or production.
4. Competitors making agreements to divide a market area, territory or customers.

A detailed statement of Netcracker’s Antitrust Compliance Policy can be found on Netcracker’s intranet website.
Each officer and employee of Netcracker shall read and familiarize himself or herself with its contents and execute
the Certificate of Receipt indicating that he or she has not only received but read and understood its contents and
agrees to abide by its terms. Netcracker will be conducting periodic compliance training in this very important
area. In particular, all employees with pricing authority or who are employed in antitrust sensitive areas will be
required regularly to attend appropriate training as a condition of further and ongoing employment.

V. Accurate Recordkeeping

Netcracker shall document compliance with this Policy, and shall create and maintain adequate and accurate
records for such documentation. This recordkeeping includes but is not limited to records concerning employee
training on the Code of Ethics and Standards of Conduct, reports of suspected noncompliance, the monitoring and
auditing of compliance, and any modifications made to the Program.

Netcracker’s management, Chief Legal Officer, the President and Chairman of the Board as assisted by
Netcracker’s Compliance & Ethics Committee should review all audit activities. Their review, any action taken and
any policy statements should be documented in Board minutes or other appropriate records.

Training

Netcracker’s Compliance & Ethics Committee, in consultation with other appropriate personnel, shall develop,
implement and document the training aspect of Netcracker’s Code of Ethics and Standards of Conduct. Employees
will receive ethics and compliance training annually according to their job duties, background and the relevance
of certain laws and standards to their jobs. All new employees shall be trained within 90 days of their employment,
or as soon as practicable thereafter taking into account their duties and location. Such ethics and compliance
training is mandatory and a condition of each employee’s continued employment.

The Code of Ethics and Standards of Conduct training will be integrated into existing training and new hire
orientation programs. Company, office and department meetings, and employee bulletins are established
methods of employee training that will be used to supplement this Code of Ethics and Standards of Conduct.
Netcracker views compliance as an ongoing aspect of what Netcracker stands for, its business, and the work
environment it strives to achieve.

Training is an ongoing process. Employees will receive relevant new information as it applies to their job. The
Compliance & Ethics Committee is responsible for determining training needs and implementing the training
program. That responsibility includes the discretion of how to best implement training programs through web-
based courses, formal classes, and workshops, written material or oral directives.

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Training in Government Contracts

It is corporate policy that all personnel authorized to negotiate and administer government contracts shall
complete suitable courses in government contracting laws, rules and regulations. Such training shall be renewed
annually for such personnel.

Required Statements

All employees are required to certify that they have reviewed the Code of Ethics and Standards of Conduct and
that they understand the Code and will comply with its terms and conditions. This certification can be
accomplished by completing the certification attached to this Policy (see Appendix A.) Further, all employees are
also required to comply with the Disclosure, Divestiture and Waiver Procedures (Appendix B).

Monitoring and Auditing Compliance

After the Code of Ethics and Standards of Conduct is in place and employees have been trained, Netcracker will
review, monitor and audit the Program to ensure its effectiveness. Monitoring is a key part of the Code of Ethics
and Standards of Conduct, to identify problems and needs, as well as adapt the Program to different employees’
needs.

The President will appoint a permanent advisory body known as the Compliance & Ethics Committee comprised
of senior officials and at least one member of Netcracker’s Board of Directors. The duties of this body are to make
recommendations and give advice to the President and the Chairman of the Board concerning Netcracker’s Code
of Ethics and Standards of Conduct. The Committee also is charged with making recommendations to the
President concerning disciplinary or remedial action for employees for violations of Netcracker’s Code of Ethics
and Standards of Conduct when the recommended disciplinary action by the Compliance & Ethics Committee
exceeds a period of suspension without pay. The Compliance & Ethics Committee shall meet at the call of its
Chairperson, but no less than on a quarterly basis.

Monitoring and auditing involve proper supervision of day-to-day business dealings and special evaluations.
Netcracker may utilize internal auditing methods as well as independent auditors to evaluate its corporate
procedures, policies and finances.

Netcracker’s Compliance & Ethics Committee will develop and administer the internal auditing of the Code of
Ethics and Standards of Conduct.

Netcracker’s Compliance & Ethics Committee shall monitor the Code of Ethics and Standards of Conduct and:

 Implement training related to the Code of Ethics and Standards of Conduct;

 Distribute the annual employee compliance statements and review statements for any report of
a violation;

 Review, record and investigate reports of suspected violations, or delegate such duties;

 Analyze the types and frequency of reported violations and address those particular problems;
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  Review the scope of the internal audit performed prior to the end of each fiscal year;

 Review the audit findings for any irregularities; and,

 Evaluate the internal controls and effectiveness of the Code of Ethics and Standards of Conduct
and recommend improved procedures to management and to the Board.

Significant actions taken by the Compliance & Ethics Committee shall be reported to the Committee, to the
President, and to the Chairman of the Board and shall be subject to modification by the Board.

All monitoring and auditing must be adequately and accurately documented. Netcracker’s Compliance & Ethics
Committee, under the guidance of the Board of Directors, shall be responsible for overseeing, evaluating and
documenting this part of the Code of Ethics and Standards of Conduct.

Disciplining Employees

Netcracker will take appropriate disciplinary action against an employee for violations of the Code of Ethics and
Standards of Conduct. In such cases, it will apply a disciplinary measure to fit the misconduct. Netcracker will
consider announcing the disciplinary action taken to other employees, if appropriate. Disciplinary action
recommended by the Compliance & Ethics Committee shall be reviewed and approved by the Committee. Any
disciplinary action that includes or exceeds a suspension without pay shall be submitted to the President and
Chairman of the Board for their approval.

Modifying the Code of Ethics and Standards of Conduct

The Code of Ethics and Standards of Conduct can only remain effective if it is current. Netcracker shall continually
refine the Program to ensure that it serves Netcracker’s needs as identified during the monitoring and auditing
procedures. Non-substantive modifications are within the authority of Netcracker’s Compliance & Ethics
Committee. All material substantive modifications shall be subject to approval by the Board of Directors. Where
any modifications are made, they must be properly documented.

VI. Employment Practices

a. General

Equal Opportunity in Employment Practices

Netcracker is an equal opportunity employer. It is committed to maintaining a work environment free from
discrimination and harassment.

The climate in which employees work must be free from discrimination based on race, color, religion, national
origin, sex, sexual orientation, age, marital status, disability, genetic characteristics, status as a Vietnam era or
special disabled veteran, or any other class protected by applicable federal, state or local laws. Netcracker will
not tolerate conduct in the workplace that creates an intimidating, threatening, hostile or offensive work
environment that in any way violates the law or Netcracker's Equal Employment Opportunity Policy and its Policy

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Against Harassment. Both of these policies can be found on Netcracker’s intranet website in the Human Resources
section.

Netcracker’s equal opportunity employment practices will be applied fairly to all employees and applicants for
employment. Anyone believing any of these Policies have been violated should report such conduct to their
supervisors or a representative of the Human Resources department. Any form of retaliation against a person for
following these Policies is strictly prohibited.

Employment of Former Government Employees

The rules and laws governing Netcracker’s employment of former government employees must be followed to
avoid any potential impropriety. These rules may prohibit the employment of, or limit the duties of, such persons.

The Human Resources department and hiring manager must understand and follow all applicable laws and rules
relating to employment of former government employees.

Safety in Employment

Netcracker is committed to providing a safe work environment. On-the-job safety is also part of each employee’s
responsibilities. Federal and state laws, including those of the Environmental Protection Agency and Occupational
Safety and Health Administration, govern certain safety requirements.

Performing the job in a safe manner and as the supervisor directs, ensures the well-being of all employees and
the persons around them. Each employee must learn about and abide by the safety requirements for their job.
Each supervisor must understand and adequately train every employee on the proper and safe way to perform
the job. All concerns about safety must be reported immediately to a supervisor or the Compliance & Ethics
Committee.

b. Alcohol and Drug-Free Workplace

Netcracker does not condone, nor will it tolerate, illegal drug use or abuse of alcohol or other controlled
substances by its employees. To protect the health and welfare of its employees, customers and business
partners, no employee may bring alcohol or controlled substances onto Netcracker premises. Netcracker has
adopted a Drug and Alcohol Testing Policy which can be found on Netcracker’s intranet website.

VII. Proper Customer, Supplier and Government Relations

Good business ethics include good customer relations. As a supplier of products and services to government
agencies, Netcracker has additional requirements. Detailed laws and regulations govern procurement and
business dealings for Netcracker’s government customers. High standards of ethics are mandatory.

Netcracker owes every customer the highest quality products and service ordered. Company personnel must
ensure promptness and professionalism through quality products and service, proper materials and proper
specifications.

As part of its commitment to meeting the highest business standards, each officer and employee shall ensure that:

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 1. All contracts and agreements to which Netcracker is a party, are carried out completely, and
performed in accordance with the letter and spirit of their terms and conditions;
2. All products and services are delivered promptly and in a manner that is in accordance with the
contractual agreement and good business practice;
3. Any conflicts or potential conflicts of interest are disclosed fully and promptly to management,
and/or Netcracker’s Chief People Officer or Chief Legal Officer, and resolved (see “Conflict of
Interest/Loyalty”, p.4, and Appendix B).

Government agencies also impose agency-specific practices and procedures, including rules of employee conduct.
The complexity of government business and procurement regulations means that Company employees must
understand the requirements for their conduct.

For example, Government business dealings are regulated with regard to:

Offers – Company employees involved, directly or indirectly, in preparing or negotiating a proposal must ensure
that during contract negotiations cost or pricing data is current, accurate and complete. The cost or pricing data
must be properly disclosed to government representatives and assuming contract award, be retained for usually
at least three years from the time of final payment or as specified by the contract.

Pricing Issues – Commercial transactions do not typically require that a company justify its costs to the commercial
customer. However, in negotiated government business, such costs must be justified. The Government has broad
audit rights for pricing and other sales related matters. Government contracts often restrict allowable costs. Only
costs allowable, reasonable and allocable to a contract may be billed to or reimbursed by the Government.

Improper costs include but are not limited to any false or incorrect data such as that appearing in the following
categories: time reports, subcontractor charges, classification of costs as direct and indirect, expense accounts, or
charges of time or materials. Each government subsidized program may restrict reimbursable costs. Therefore,
a full and complete understanding of each relevant government program and its applicable rules and regulations
is essential.

In regard to pricing issues for one specific program, any group or division that contracts with the Federal
Communication Commission’s (“FCC’s”) Schools and Libraries Division shall follow specific contract compliance
policies applicable to Government and commercial businesses. Any employees working in that area must undergo
specific training as to applicable rules and regulations affecting their job responsibilities on an annual basis.

Similarly, it is the policy of Netcracker to comply fully with the requirements of the Truth in Negotiations Act (the
“TN Act”) by affirmatively disclosing to the Government, without being requested, all cost or pricing data in the
possession of Netcracker which is relevant to any solicitation, contract or contract modification subject to the TN
Act.

It is Company policy to adopt a broad interpretation of what data is to be furnished, whether or not it may
constitute cost or pricing data under the TN Act. What constitutes cost or pricing data is frequently not clear;
therefore, it is Company policy to resolve doubt concerning the requirements of the TN Act in favor of disclosure.
Uncertainty concerning any particular document or item of data shall be referred to, and reviewed by the
Compliance & Ethics Committee or the Chief Legal Officer before it is submitted to the Government.

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Procurement Integrity – All employees must respect confidential, proprietary and business information, including
that information relating to or belonging to governmental entities. Employees should not seek or solicit
confidential, proprietary or business information regarding government contracts. In regard to government
contracts generally, the Procurement Integrity Act prohibits both unauthorized disclosure and unauthorized
receipt of Government source selection materials and contractor bid or proposal information data. The federal
statute also imposes certain reporting and recusal requirements on procurement officers who seek or are
contacted by an office concerning possible employment. Specifically, such covered procurement officers are
banned for a period of one year from receiving compensation of any kind from a covered contractor. Accordingly,
if any employee believes that the statute is implicated in any respect, he or she immediately should consult with
Netcracker’s Compliance & Ethics Committee or the appropriate governmental agency’s designated Inspector
General.

Product Quality and Integrity – The contract specifications for components, products, materials, subcontractors
and quality tests may not be altered without prior written government authorization.

Government Security – Certain government information may be classified. Therefore, every employee must
protect such information. Netcracker imposes certain security procedures and monitors those procedures. Each
employee has individual responsibilities to monitor and protect the government security interests. All Company
employees must strictly follow the applicable government rules about who may have access to, and possession
of, any classified government material.

Relationships with Vendors and Suppliers

A. General

Although the emphasis in this section is Government contracts, it is against Company policy for Company
employees to solicit business courtesies from any vendors and suppliers.

It also is improper to accept business courtesies of greater than nominal value. In all cases, no matter the value,
Company employees shall not accept anything from a vendor or supplier as an inducement for, or to reward
favorable treatment by Netcracker.

Likewise, Netcracker is committed to complying with the Anti-Kickback Act. It is Netcracker’s policy to adopt
procedures to prevent and detect kickbacks in its operations and to report to the government instances where
there is a reasonable suspicion that a violation of the Anti-Kickback Act has occurred. These subjects are dealt
with in more detail below.

B. Kickback

A kickback is any money, fee, commission, credit, gift, gratuity, article of value, or compensation of any kind that
is provided, directly or indirectly, to a prime contractor, prime contractor employee, subcontractor, or
subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection
with a prime contract or in connection with a subcontract relating to a prime contract.

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It is illegal and against Company policy to solicit, make or accept a kickback under any contract including a
government prime or subcontract. Violation of this Policy will subject Company employees to disciplinary action,
up to and including termination of employment.

VIII. Marketing, Promotions, Advertising, Gifts and Entertainment

In marketing Company products, Netcracker must observe all of the basic antitrust principles noted above. There
are additional legal and ethical principles that should govern Netcracker's conduct relating to the marketing of
Company products.

Advertising, Press Releases, Marketing and Other Publicity - Company advertising, press releases, and other
publicly disseminated information must always be truthful. If Netcracker makes specific claims about Company
products or the performance of Company products, Netcracker must have evidence to substantiate those claims.
Netcracker should not label or market its products in any way that might cause confusion between Netcracker
products and those of any Company competitors. Netcracker should also be alert to any situation where a
competitor may be attempting to mislead potential customers as to the origin of a product; if an employee
becomes aware of this situation the employee should immediately inform appropriate management and the Legal
department.

If Netcracker offers advertising or promotional allowances, such allowances must be on a proportionately equal
basis to all of its customers. Advertising and promotional allowances are subject to very detailed and technical
regulation under the Robinson-Patman Act among other laws and, therefore, should only be offered after
consultation with the Legal department and final approval from executive management.

Netcracker should never unfairly disparage any of the products, services, or employees of any of its competitors.
If Netcracker does engage in any comparison of its products against those of its competitors, such comparisons
must be fair and accurate. Comparative advertising is also subject to regulation and must, therefore, be cleared
with the Legal department beforehand. All use of Netcracker’s trademarks and trade names and those of its
competitors or other third parties should be in accordance with Netcracker’s policies governing such use.

If Netcracker supplies any estimates in its marketing or advertising – such as cost estimates – they must be fair
and reasonable. To the maximum extent possible, they should be backed-up by objective facts and experience.
To the extent that the estimate cannot be objectively verified, it should be based upon the good faith judgments
of those making the estimate. If it is necessary to forecast future delivery dates, such forecasts should be non-
binding and made in the same way as an estimate – backed up by objective evidence to the maximum extent
possible and based upon good faith judgment where required.

Gifts and Entertainment – Netcracker will not use gifts, excessive or inappropriate entertainment, or any other
means to improperly influence its customers or potential customers. At all times employees must comply with
the Anti-Bribery Policy and Manual which can be found on Netcracker’s Compliance Portal. Netcracker will market
its products on the basis of price, quality, and service. The giving of any gifts other than nominal, gratuities,
excessive or inappropriate entertainment by anyone at Netcracker is against Netcracker policy. Only nominal
gifts, such as inexpensive premium items, and moderately priced, tasteful business meals or business
entertainment may be used for marketing purposes and even that must be done within established guidelines
and with the full knowledge of the appropriate supervisors and managers.

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Netcracker will not pay, or offer to pay, any bribe, gratuity, kickback, or any similar payment to anyone, including
agents of Company customers or members of their family, in connection with the sale of any of Company products.
Should any such payments be requested, the Legal department should be contacted immediately. Netcracker's
Policy is to forego any business that can only be obtained by improper or illegal payments. Netcracker will not
pay “push money” or secret payments to employees of our customers in order to induce them to sell Company
products over those of its competitors. Sales promotions involving the payment of money or other value to an
employee of a dealer to reward sales performance must be done with the advance written consent of the dealer.
Please consult the Legal department for assistance in preparing the necessary forms and rules and regulations
governing any such promotion.

Purchasing

Netcracker will purchase all of its supplies and requirements on the basis of price, quality, and service. The fact
that a potential supplier is also a customer of Netcracker shall not be the determinant factor in making Company
purchasing decisions. In other words, reciprocity shall not be a determining factor in Company purchasing.

All suppliers will be dealt with fairly, honestly, and openly. Suppliers will not be excluded solely due to the size of
their company or the nationality of their shareholders or management, except insofar as specific legal
requirements dictate or permit that those factors be taken into consideration.

This Policy extends to services such as banking, auditing, legal, advertising, and construction/maintenance, as well
as to purchasing goods used by Company.

IX. Other Matters

a. Transacting International Business

Netcracker should observe the highest ethical standards in all business transactions, including those involving
foreign countries. Employees should not engage in any international transactions nor take any action in any
foreign country that would be illegal or improper in the United States. Of course, all employees are expected to
observe all applicable foreign laws to which they or Netcracker may be subject. This includes foreign tax or
exchange control laws or regulations. No actions should be taken which are intended to improperly circumvent
the application of such laws. In addition, international business raises the following potential problems:

Immigration Laws - Prior to booking any travel for business reasons all employees must ensure that they comply
with Netcracker’s Business Visa Guidelines and Process and policies which may be found on the intranet.
Employees should always book business travel though Netcracker’s ERP system and business visa should not be
used for anything other than business travel.

Foreign Corrupt Practices Act. Employees involved with international transactions must be aware of the Foreign
Corrupt Practices Act (“FCPA”). Netcracker’s FCPA Policy can be found on Netcracker’s intranet website. The
FCPA applies to U.S. individuals, companies, and businesses, including their controlled international subsidiaries.

The FCPA has two basic parts: (1) the anti-bribery provisions and (2) accounting and record-keeping requirements:

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 1. The FCPA imposes severe civil and criminal penalties on individuals in companies that give, or
offer to give, directly or indirectly, anything of value to any foreign official for the purposes of
obtaining or retaining business.

(c) Anything of value can include things other than cash. The FCPA requires that Netcracker
be very careful in making any payments to foreign agents under circumstances which may
appear, in hindsight, to have been made to induce such foreign agents to give Netcracker
business or buy Netcracker's products.

(d) Payments that Netcracker makes to agents or distributors should always be strictly for
services rendered, and the amount paid should be reasonable given the nature of those
services.

2. Despite the reference to "Foreign" practices, FCPA accounting and record keeping provisions
apply to domestic and international operations of publicly traded U.S. companies.

(a) These rules originally were intended to prevent the creation of unreported slush funds or
illegal payments to non-U.S. officials. But the government also uses them to challenge a
wide range of record-keeping practices unrelated to illegal or non-U.S. operations.

(b) While the FCPA's accounting provisions basically restate Generally Accepted Accounting
Principles (“GAAP”), it is important to understand that strict accuracy and documentation
and reporting is required. These provisions can be interpreted to include even relatively
small sums from petty cash funds.

3. Any director, officer, employee or agent of Netcracker who is convicted of violating the FCPA is
subject to substantial fines and/or imprisonment. If convicted, Netcracker is also subject to
substantial fines and penalties.

Anti-Boycott Laws

The Anti-Boycott Laws are intended to prevent U.S. companies and their non-U.S. affiliates from supporting a
boycott imposed by one non-U.S. country against another country that is friendly to the U.S. Accordingly, many
boycotts of foreign governments are illegal and subject to civil and criminal penalties.

1. The U.S. Anti-Boycott Laws, in general, prohibit Netcracker from furnishing any information to
certain Middle Eastern nations, or companies in those nations, relating to Netcracker's dealings
or lack of any dealings with Israel. Employees must always be alert to requests for any such
information as they are commonplace in such documents as letters of credit and shipping
documents. Not only is furnishing the information illegal, but U.S. law calls for Netcracker to
report the mere request for such information.

2. Although the current laws were passed primarily to respond to the boycott of Israel by several
Middle Eastern nations, other boycotts are also covered. Any employee involved in selling
Company products internationally must become familiar with the Anti-Boycott Laws and observe
all of their requirements.
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 3. If any document contains language that an employee believes may be boycott-related, he or she
must immediately contact his or her supervisor and the Legal department before completing the
transaction.

The U.S. Export Administration Act of 1979

1. The U.S. Export Administration Act of 1979 prohibits cooperation with foreign country boycotts
that discriminate against U.S. firms or citizens on the basis of race, religion, sex or national origin.

2. This law also prohibits compliance with requests for information or action, such as refusing to do
business, that further the boycott of a country friendly to the U.S. – as a condition of the sale of
goods or services to a boycotting country – where the goods or services involve U.S. persons or
material, or where the cooperation is directed by the U.S. parent.

3. Furthermore, this law requires prompt reporting of boycott-related requests for information or
action from boycotting countries, firms, or persons, whether directed to Netcracker or to related
firms abroad owned or controlled by Netcracker.

4. Those who violate this law could be subject to civil and criminal penalties as well as denial or
suspension of export privileges and loss of U.S. tax benefits. Employees having any questions as
to whether the provisions of this law apply, or what is required by this law, should immediately
consult with the Legal department.

New International Operations – The decision to expand Netcracker's distribution or to establish any Company
operation in any other country, besides those in which Netcracker is already qualified to do business, may carry
many important legal and tax implications. No Company employee should undertake to expand Netcracker's
operations into any new foreign country without prior consultation with the employee’s supervisor and
Company's Legal department.

Export Compliance – International transfers of equipment and technology are subject to complex federal export
control laws and regulations which may contain prior approval and reporting requirements. Any employees
participating in this type of business activity must know, understand and strictly comply with these regulations,
including but not limited to “Deemed Exports”. Employees should contact the Legal department for advice.

Imports – All goods imported into the United States must pass through Customs and, except in some limited cases
where there are exemptions, a duty must be paid. The amount of that duty is based upon the classification of the
goods and the value of the goods. Netcracker’s policy is to be accurate and truthful as to both of these. All
information furnished to any Customs official or to any agent that Netcracker hires to facilitate Company imports
must be accurate and truthful.

b. Government Investigations and Private Litigation

Government Investigations – It is the policy of Netcracker to fully cooperate with any government investigation.
A condition of such cooperation, however, is that Netcracker be adequately represented in such investigations by
its own legal counsel. Accordingly, anytime anyone in Netcracker is contacted by a government investigator or
obtains any knowledge that would lead one to reasonably believe that a government investigation or inquiry was
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underway, the government investigator should be referred to the Legal department, or the information
concerning the investigation or inquiry should be communicated immediately to Netcracker's Legal department.
No response to the inquiry should be made except after consultation with the Legal department. Certain routine
dealings with the government (such as some tax audits) are not covered by this Policy.

Sometimes, it is difficult to tell when a routine government audit or inspection graduates into a formal government
investigation. Usually common sense and alertness of all of employees is relied upon for making this important
determination. In the case of any doubt, employees should consult with Netcracker's Legal department.

Appropriate handling of government investigations is very important for Netcracker, for management, and for all
employees. Virtually all of the laws regulating the conduct of Netcracker's business, including antitrust, securities,
OSHA, environmental, government procurement, tax, and financial laws, contain civil and criminal penalties. The
criminal penalties apply to the corporation and to those individuals within Netcracker who actually took the
actions that violated the law or failed to take actions that resulted in a violation of the law.

In some government investigations, Netcracker's Legal department can protect the interests of both Netcracker
and the employees. In some cases, there may be a conflict of interest between Netcracker and individual
employees, and individual employees may need their own legal counsel.

In some cases, Netcracker may be able to pay for the individual's own legal counsel, but this must be determined
on a case-by-case basis, as the law or applicable Company guidelines may bear on Netcracker's ability to do so.

Employees should never, under any circumstances:

1. destroy any Company documents in anticipation of a request for those documents from
any government agency or a court;

2. alter any Company documents or records;

3. lie or make any misleading statements to any government agent (this includes routine, as
well as non-routine investigations — there is a separate federal statute on making such
false statements to investigators of a crime); or

4. attempt to cause any other Company employee, or any other person, to fail to provide
information to any government investigator or to provide any false or misleading
information.

The law permits everyone a right to be represented by legal counsel during any investigation or inquiry of any
government agency. In view of the extremely technical nature of these government investigations, Netcracker
itself should be represented and all employees should be made aware of the opportunity for such representation.
This applies any time any government investigator, including investigators from federal criminal agencies, want to
ask questions about individual employee activities. Employees also have this right if the questions are asked off
Company property—such as at home during the evening.

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Should any government inquiry arise through the issuance of a written subpoena or written request for
information (such as a Civil Investigative Demand) such request should immediately, and before any action is taken
or promised, be submitted to Netcracker's Legal department.

Private Litigation – Similarly, attorneys or investigators for private companies or individuals may contact
employees by telephone, in person or in writing seeking Company information or documents. Many such inquiries
occur when a lawsuit is pending or threatened. It is the policy of Netcracker to comply with any legal obligations
it may have to produce information, witnesses or documents. However, it is in Netcracker's interest to ensure
that it is adequately represented by its own legal counsel in responding to such inquiries. Accordingly, all such
inquiries should be referred to the Legal department, and no substantive response made, except after
consultation with the Legal department. The rules set forth above concerning the preservation of documents and
the obligation to respond truthfully to any such inquiries apply in this context as well.

c. Political Activity

Netcracker encourages all employees to be good citizens, to vote and to be active in the political process.
Employees who participate in partisan political activities must make every effort to assure that they do not create
the impression that they speak or act on behalf of Netcracker. Federal laws restrict any use of corporate funds in
connection with federal elections, and there are similar laws in many states. Accordingly, it is against Company
policy, and may also be illegal, for any employees to do the following:

 Include directly or indirectly, any political contribution that the employee may desire to make on
the employee's expense account, or in any other way, which causes Netcracker to reimburse the
employee for that expense. In general, the cost of fundraising tickets for political functions is
considered political contributions. Therefore, including the cost of any such fundraising dinner
on an expense account, even if business is, in fact, discussed, is against Company policy and
possibly illegal. Contributions include endorsement of candidates, services and in-kind donations.

 No employee may use any Company property or facilities or time of any of Netcracker employees
for any political activity. Examples of prohibited conduct would be 1) using Company secretarial
time to send invitations for political fundraising events; 2) using Netcracker telephone to make
politically motivated solicitations; 3) allowing any candidate to use any Company facilities, such
as meeting rooms, for political purposes; or 4) loaning any Company property to anyone for use
in connection with a political campaign.

 Lobbying activities by employees of corporations in the United States are now controlled by laws
which prohibit the deductibility for tax purposes of wages paid for any time spent in lobbying.
Also, many jurisdictions have strict requirements for the registration of lobbyists and lobbying
activity. Therefore, any form of lobbying by Company employees on Company time or related to
Company issues is prohibited, unless approved by the President and the Compliance & Ethics
Committee.

 The political process has become highly regulated, and any employee who has any question about
what is or is not proper should consult with the Compliance & Ethics Committee before agreeing

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 to do anything that could be construed as involving Netcracker in any political activity at either
the federal, state, or local levels, or in any foreign country.

 Company employees may volunteer their services for political purposes, but such services must
be rendered on their own time. It is against Company policy and possibly illegal for Netcracker's
employees to use normal working time for any political purpose.

d. Media Relations

Employees may be asked by representatives of the news media for information concerning Netcracker's position
on public issues. Netcracker values its relationships with those in the media and will endeavor to provide full and
prompt disclosure of all material developments or events. However, media relations are the responsibility of
Netcracker's Marketing department and all statements to the media or responses to inquiries from the media
shall be either handled through Netcracker's public relations group or coordinated with them. Employees shall
comply with procedures established by Marketing personnel for responding to news media requests and for
obtaining approval of and issuing public statements.

In the event the media inquiry relates to a pending or threatened legal matter, media communications must also
be coordinated with the Legal department. Any employee asked for a statement from a member of the media
should respond by explaining this Policy and encouraging the inquiring party to contact the Marketing
department. Advance notice to public relations personnel of such inquiries should be provided.

e. Contracts

The policy of Netcracker is to have substantial commercial transactions evidenced by full and complete written
agreements entered into in compliance with Netcracker policies and practices. Where Netcracker has developed
standard written contracts, Company employees should use those standard forms except to the extent that
changes are authorized by appropriate management personnel or the Legal department as may be required.

Contracts for the sale of goods and services to governmental entities include additional responsibilities including
compliance with relevant procurement laws and regulations, governmental ethics policies and contracting
requirements. The policy of Netcracker is to comply with all such regulations and laws whenever dealing with a
governmental entity. Each employee involved in such governmental sales must be cognizant of these regulations
and law and must comply with them at all times. Netcracker’s Contract and Commitment Authorization Policy
can be found on Netcracker’s intranet website.

f. Maintaining Accurate Books and Records

Certain laws require that Netcracker keep and maintain its books and records accurately, reflecting the true nature
of the transactions represented. It is a violation of Company policy for any employee to cause Company books
and records to be inaccurate in any way. All finance and accounting employees as well as Company’s executive
management should review and be familiar with the Financial Code of Conduct. The Financial Code of Conduct
can be found on the Legal department’s intranet site under the Compliance tab.

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It is also a violation of Company policy for an employee to make or participate in the making or distributing of any
documents or communications that are intended to mislead anyone, or conceal anything that is improper.
Supervisors are responsible for their subordinates’ recordkeeping.

g. Use of Assets and Confidential Information

All employees must appropriately safeguard Netcracker’s assets and confidential information, and refuse any
improper access to confidential information of any other company, including competitors. All employees shall
abide by the confidentiality provisions in their employment agreements and Employee Contractor Proprietary
Information, Inventions, Non-Competition and Non-Solicitation Agreement where applicable. Confidential and
proprietary information includes any information that is not generally disclosed outside Netcracker that is useful
or helpful to Netcracker, and/or that which could be useful to Netcracker’s competitors. Common examples
include, but are not limited to, financial data, sales figures for individual products or groups of products, planned
new products or planned advertising or marketing programs, areas where Netcracker intends to expand, ways in
which Netcracker manufactures its products, supplier lists, customer lists, employee lists, certain wage and salary
data, capital investment plans, projected earnings, changes in management or policies of Netcracker, testing data,
manufacturing methods, the computer codes written for Company products, suppliers’ prices to Netcracker, or
any plans by Netcracker to improve its products. Such information also includes any electronic data or hard copies
of documents containing drawings that may or may not be labeled confidential or proprietary.

1. Preserving Netcracker’s Confidential Information:

All of Netcracker’s confidential information should be discussed with others within Netcracker only on a
need-to-know basis.

(a) If it is necessary to disclose Netcracker’s confidential information to anyone outside of

Netcracker, all personnel should do so only if Netcracker will benefit from such disclosure,
and appropriate management personnel have approved such disclosure. Generally such
disclosure should only be done after a confidentiality agreement is entered into. If
disclosure is made under these circumstances, then employees must use the appropriate
confidentiality agreement, which is available upon request to the Legal department.

(b) Always avoid inadvertent disclosures that may arise in either social conversations or in
normal business relations with other employees, contractors, suppliers and customers.

2. Preserving Other Companies’ Confidential Information:

(a) Employees should not receive any other company’s confidential information except
pursuant to a written confidentiality agreement. Appropriate forms are available upon
request to the Legal department. As there is always a risk of being accused of improperly
disseminating other companies’ confidential information, employees should receive such
information only when there is a clear business reason to do so, and then only under the
terms and conditions of a properly drawn agreement that protects both parties’ interests.

(b) Although Company personnel must be continuously alert to competitive surroundings

and learn as much about the marketplace as possible, they must do so only in accordance
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 with sound ethical commercial practices. Any employee approached with an offer of
confidential information, which that employee has reason to believe may have been
obtained improperly, must immediately inform his or her supervisor, and/or the Legal
department, about this offer of information.

(c) All new employees must respect the trade secrets and confidential information of their
previous employers and shall not divulge this information to anyone in Netcracker, or use
such information in their work with Netcracker.

(d) Caution must always be used when discussing Company business in any public place. Care
should also be taken when transmitting confidential material electronically. The
obligation to protect Netcracker’s proprietary and confidential information continues
even after employment with Netcracker terminates.

3. Prohibition on Insider Trading

Employees must not use non-public information of Netcracker, the NEC Group or other companies which
they acquire either through the execution of their employment duties or via business transactions for the
sale or purchase of marketable securities, including the trading of stocks. Employees further agree not
to abuse such non-public information to provide any form of benefit or convenience to any third party.

4. Protection and Utilization of Intellectual Property Rights

All employees must protect and maintain Netcracker’s intellectual property rights such as patents,
copyrights and trademarks. Employees shall respect and agree not to infringe or illegally use any third
parties’ legitimate intellectual property rights.

h. Nepotism

The overriding factors in considering the employment of family members are fairness and the avoidance of any
perception of favoritism. Netcracker will not place employees in positions in which they have direct or indirect
control over the responsibilities of, or where they may be supervised by, a family member or any other person
with whom they have a close personal relationship. Please refer to Netcracker’s Relationships In the Workplace
Policy for further direction.

i. Employee Privacy

Netcracker maintains personal information about employees only to the extent that such information is required
for the effective operation of Netcracker, or that which is required by law in the jurisdictions in which Netcracker
operates. Access to this information is restricted internally to only those employees with a need-to-know.
Netcracker complies with all applicable laws regulating the disclosure of such information.

Netcracker’s respect for employee privacy normally precludes any concern relative to personal conduct off the
job, unless such conduct impairs an employee’s work performance, or affects the reputation or legitimate business
interests of Netcracker.

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j. Consultants

All consultants retained by Netcracker shall be contractually required to abide by the same ethical standards and
policies as Company employees. Any employees retaining consultants are responsible for ensuring that the
consultants are made aware of and agree to comply with this Policy.

X. Reporting Violations

Netcracker encourages employees to register all questions concerning business ethics in writing or by telephone.
Persons making reports may ask to check on the outcome. Although anonymous reporting is available, it is not
required.

Employees at all levels can and should report suspected violations without fear of retribution. No employee will
be retaliated against for reporting or disclosing information relating to this Policy. Netcracker’s ability to enforce
this Code of Ethics and Standards of Conduct requires prompt reporting of any suspected wrongdoing. Employees
must know how to use the reporting process and feel comfortable with it.

All employees have an obligation to familiarize themselves with and understand this Policy, and to call to
Netcracker’s attention any situation in which this Policy may not be observed. All such information will be received
with the understanding that no disciplinary or other retaliatory action shall be taken against any employee
informing Netcracker of any violations of this Policy.

Where any employee is uncertain about the applicability of this Code of Conduct, or any other policy or process,
or where an employee becomes aware of any act in violation of any of this Code of Conduct or applicable policy
or process, that employee must consult with their manager or the relevant division(s) to solve the issue. If the
employee is unable to consult with their manager or the relevant divisions, Netcracker expects the employee to
contact Netcracker’s Ethics Hotline as set out in Appendix C to this Code of Conduct. Should Netcracker ask an
employee to cooperate in investigating any matter consulted or reported, then we expect employees to meet
such request acting in good faith and, likewise, Netcracker will respond in good faith to any such consultation or
report.

Intentionally withholding such information is cause for disciplinary action up to and including termination of
employment. Reports may be submitted for the attention of the Compliance & Ethics Committee via mail to:
Compliance & Ethics Committee, Netcracker Technology Corp., University Office Park III, 95 Sawyer Road,
University Office Park III, Waltham, MA 02453.

Investigating and Recording Reports of Suspected Violations – For all reports provided directly to the Compliance
& Ethics Committee, the Committee should record the following basic information from the reporting employee:
the nature of the suspected wrongdoing, the time and place of the suspected wrongdoing, and the participants in
the suspected wrongdoing. The Compliance & Ethics Committee should ask the reporting employee to provide
sufficient information to determine the seriousness of the allegation and the need for further investigation.
Where reasonably practicable, the reporting employee’s identity will not be disclosed by any Company officials.

Netcracker’s Compliance & Ethics Committee may initiate a preliminary investigation to determine whether
further action is necessary. Where the Committee determines that the matter is sufficiently serious, the
Committee may ask management or the Board of Directors to formally authorize an internal investigation to be
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conducted by either the Chief People Officer or the Chief Legal Officer. Further, management or the Board may
be requested to temporarily reassign any involved employees pending the outcome of any investigation. Such
reassignment, if made, will in no event be viewed as a verification of the truth or falsity of any allegations. Where
management or the Board of Directors has formerly authorized an internal investigation, the Chief People Officer
or the Chief Legal Officer will report the results of his or her investigation to the Compliance & Ethics Committee.
In either type of investigation, if the report includes a recommendation for disciplinary action resulting in or
exceeding a punishment of suspension without pay, that report shall be made to the Chief People Officer and the
President. The Chairman of the Board will be notified only in situations where the Board authorized an internal
investigation.

In situations where the Compliance & Ethics Committee recommends that either no punishment or punishment
less severe than a suspension without pay be taken against a Company employee, the Chief People Officer or the
Chief Legal Officer may submit the report with the recommendation directly to the division or other appropriate
supervisor with a copy to the Compliance & Ethics Committee.

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 Appendix A

STATEMENT OF UNDERSTANDING AND COMPLIANCE FOR NETCRACKER TECHNOLOGY CORP. CODE OF ETHICS
AND STANDARDS OF CONDUCT

I, the undersigned, do hereby state and affirm:

1. I have read, understand and will comply with Netcracker’s Code of Ethics and Standards of Conduct
(“Code”).

2. I understand that the Code does not create a contract of employment and does not limit Netcracker’s
right to discipline or discharge employees.

Signed:
Print Name:
Date:

PLEASE RETURN TO:

Human Resources
Netcracker Technology Corp.
95 Sawyer Road
Waltham, MA 02453

NOTE: THIS STATEMENT REPRESENTING YOUR UNDERSTANDING AND COMPLIANCE WITH THE CODE MAY BE
FORWARDED ELECTRONICALLY BY COPYING THE FORM AND PASTING IT IN AN EMAIL SENT TO THE APPROPRIATE
HR ADMINISTRATOR

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 Appendix B

DISCLOSURE, DIVESTITURE AND WAIVER PROCEDURES

All Employees are required to comply with these designated disclosure/waiver procedures whenever the following
potential or actual conflict of interest exists:

“Financial interest of $5,000 or more in a competitor, supplier, a customer or in any property or assets with the
intent of selling or leasing them to Netcracker, its subsidiaries, its parent or related companies.”

Excluded from this definition are:

1. interests in any publicly traded mutual fund in which the interest both is less than 1 % of the total value
of the outstanding traded shares and less than $50,000, or,
2. interests in any publicly traded company in which the interest both is less than 1 % and less than
$50,000.

A. Required Disclosure or Divestiture of the Financial Interest

All financial interests within the above definition, including stock, retirement plans, outside employment or the
like, either shall be divested or disclosed by employees to the Senior Manager or Department Head as appropriate.
Similarly, Senior Managers and Department Heads shall report their financial interests within the above definition
to their immediate supervisor. Such financial interests shall include those owned or controlled by the employee
or his or her immediate family. Immediate family means, spouse, or son, daughter, stepson or stepdaughter who
is a dependent of the employee.

B. Waiver Procedure in Lieu of Divestiture of the Financial Interest

Where an employee desires to continue to possess such interests, he or she shall request in writing a waiver
through the Senior Manager to the Compliance & Ethics Committee. Such a request shall be fully documented
with complete disclosure and based on the following criteria:

1. A financial interest, as defined above, valued at less than $10,000;

2. A retirement plan;
3. Any financial interest in which it would be unreasonable or inequitable for the employee or his immediate
family to divest themselves of their interest due to financial hardship or other good cause.

After review or investigation, a request for waiver shall be approved or rejected by the Corporate Compliance &
Ethics Committee subject to an employee’s appeal to the President and/or Chairman of the Board. Where a
waiver is granted under any of the criteria above, the waiver may include restrictions as to the type or nature of
the employee’s work to avoid any actual or potential conflicts of interest. Should the potential or actual conflict
of interest not be compatible with continued employment with Netcracker, then the employee shall be required
as a condition of continued employment to either eliminate his or her financial interest or to terminate his or her
employment with Netcracker.

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 Appendix C

REPORTING A VIOLATION

Compliance with this policy is subject to the requirements established for all personnel by the Code of Ethics and
Standards of Conduct. Violations of this policy may result in disciplinary action up to and including termination of
employment. All members of the Netcracker community are encouraged to report possible fraudulent or
dishonest conduct. An employee should report his or her concerns to a supervisor or manager. If, for any reason,
an employee finds it difficult to report his or her concern to a manager or supervisor, questions and suspected
violations can be submitted anonymously over the following channels:

Employees outside of European Union Countries

 Ethics Hotline: 1-866-235-1685
 Online: https://www.integrity-helpline.com/Netcracker.jsp

Employees in European Union Countries

 Ethics Hotline: 1-800-721-0843
 Online: https://www.financial-integrity.com /Netcracker.jsp

In addition to the hotlines, employees in any location may submit reports via mail to the Chief Legal Officer,
Netcracker Technology Corp., 95 Sawyer Road, University Office Park III, Waltham, MA 02453 or alternatively to
the attention of the Chief People Officer at the same address; reports may also be submitted to either of the
parties mentioned above via electronic mail. To the extent reasonably practicable, identities of those making
reports to the above individuals will be kept confidential.

Managers and supervisors are required to report suspected fraudulent or dishonest conduct to Netcracker’s
Compliance & Ethics Committee.

No retribution will be taken against anyone because he or she discloses information about a violation or possible
violation; however, intentionally withholding such information is cause for disciplinary action, including
termination of employment.

THE NETCRACKER ADVANTAGE

In today's global business environment, a company has only one real advantage over its competition: people.
People make Netcracker what it is. People drive sales, develop products, represent our company and safeguard
our values of integrity and respect from anyone who would stray from them.

That's why your voice is so important in our company. We rely on you to help us by speaking up whenever any
situation threatens our values and our reputation. When you do, you provide us with the information necessary
to remedy the situation. Such situations may pertain to:

 Ethics and compliance issues, such as financial reporting or antitrust regulations

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  Employee relations and human resources, such as harassment, discrimination, scheduling/time abuse or
disciplinary action
 Loss prevention and asset protection, such as threats and violence, alcohol/drug abuse, workers'
compensation fraud or internal theft
 Environmental health and safety, such as OSHA violations, hazardous waste disposal or product
tampering.

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