Last reviewed & updated: December, 2022

EXA Infrastructure Code of Business Conduct and Ethics

Introduction

A message from the CEO
Martijn Blanken

At EXA Infrastructure, we are committed to upholding the highest standards of business conduct. Not because we want to ‘virtue signal’ good intent, but simply because it is in the best interest of our customers, our employees and our shareholders.

Our vision is to make growth effortless and scale sustainable as we work towards becoming the undisputed leader in the pan-European and trans-Atlantic datacentre to data-centre connectivity market. We are laser-focused on continually enabling growth opportunities for our customers, by providing them with access to their existing and new markets, audiences and business opportunities.

EXA Infrastructure’s Code of Conduct contains the principles to guide us in our daily functions and covers a wide range of business practices and principles on honest and ethical ways of working. From compliance with government laws and regulations to ethical standards and reporting of misconduct without fear of retribution.

Together we share the responsibility for implementing EXA Infrastructure’s business standards outlined in our Code of Conduct. I expect all of EXA Infrastructure’s team members to comply with the Code without any exceptions and the same goes for our investors, partners and suppliers.

I encourage everyone to engage in an open dialogue about the Code and to speak up when they observe behaviours that are not in line with it.

1. Scope of Code

Our Code of Business Conduct and Ethics (“Code”) promotes honest and ethical conduct throughout the organization as well as explaining how to report unethical conduct without fear of retribution. The Code covers a wide range of business practices and issues. It does not cover every issue that may arise, but it sets out basic principles to guide the employees, officers and directors of EXA Infrastructure and its subsidiaries (collectively, the “Company” or “EXA Infrastructure”).

This Code applies to all persons working for EXA Infrastructure including employees (whether full or part time, permanent or temporary), officers and directors as well as (where relevant) agency workers, consultants, secondees, volunteers, interns and other third-party contractors providing services to EXA Infrastructure.

The Code is intended to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
• full, fair, accurate, timely, and understandable disclosure in reports and documents the Company files with, or submits to, regulators and in other communications made by the Company.
• compliance with applicable governmental laws, rules, and regulations.
• the prompt internal reporting of violations of this Code to the appropriate person or persons identified in this Code.
• accountability for adherence to this Code; and
• adherence to a high standard of business ethics.

The Code does not form part of any contract of employment or contract to provide services and may be amended at any time.

2. Responsibility 

The Board of Directors has overall responsibility for ensuring this Code complies with our legal and ethical obligations and that all those working for EXA Infrastructure comply with it.

The Human Resources department has primary and day to day responsibility for implementing this Code, monitoring its use and effectiveness and dealing with any queries about it and auditing internal control systems and processes to ensure they are effective in managing ethics and conduct within EXA Infrastructure.

Management at all levels are responsible for ensuring those reporting to them understand and comply with this Code.

3. Conflicts of Interest

A “conflict of interest” exists when an individual’s private interest interferes in any way – or even appears to conflict – with the interests of the Company. A conflict-of-interest situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, employees, officers or directors and their family members may create conflicts of interest.

Service to the Company should never be subordinated to personal gain or advantage. Conflicts of interest, whenever possible, should be avoided. In particular, clear conflict of interest situations involving employees, officers or directors who occupy supervisory positions or who have discretionary authority in dealing with any third party may include the following:

• any significant ownership interest in any customer, supplier or competitor.
• any consulting or employment relationship with any customer, supplier, or competitor.
• any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities to the Company.
• the receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective business dealings.
• being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and
• selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable employees are permitted to buy or sell.

No employee, officer or director may work for a competitor, customer or supplier, as an employee, consultant or board member, without prior written approval from the Company or the Company’s Board of Directors (“Board”), as applicable. You are expected to avoid those situations where the private interest of you or your family, a person living in your residence, or any other associate may conflict with, or reasonably lead to a conflict with, or may have the appearance of a conflict with the interests of the Company. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers, and competitors, except on the Company’s behalf.

Conflicts of interest may not always be clear-cut, and further review and discussions may be appropriate. Any employee, officer or director who becomes aware of a conflict or potential conflict, or who is uncertain as to whether a conflict or potential conflict may exist in particular circumstances, must bring it to the attention of EXA Infrastructure Human Resources, or utilize Safecall – www.safecall.co.uk/report.

4. Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information, or position without the consent of the Board. No employee, officer or director may use corporate property, information, or position for improper personal gain, or compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5. Prohibition of Personal Loans

The Company will not make any new extension of credit or arrange for the extension of credit in the form of a personal loan to any employee of the Company, and will not make any material modification to, or renewals of, any existing loan arrangements.

6. Competition and Fair Dealing

The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages through superior performance rather than through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer and director should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, service providers, competitors, and employees. No employee, officer or director should take unfair advantage of anyone relating to the Company’s business or operations through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

To maintain the Company’s valuable reputation, compliance with the Company’s quality control processes and safety requirements is essential. In the context of ethics, quality requires that the Company’s products and services meet reasonable customer expectations.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with third parties. No gift or entertainment should ever be offered, given, provided, or accepted by an employee, officer or director, family member of an employee, officer or director, or agent relating to the individual’s position with the Company unless it (a) is not a cash gift, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff, and (e) does not violate any laws or regulations.

7. Equal Opportunity Employment, Non-Discrimination and Anti-Harassment

EXA Infrastructure is committed to providing a work environment that is free of unlawful discrimination or harassment of any kind. EXA Infrastructure is firmly committed to providing equal opportunity in all aspects of employment, and to complying with applicable national disability laws and providing reasonable accommodation for employees with disabilities. EXA Infrastructure’s policy is to recruit, hire and promote for all positions in a non-discriminatory manner in accordance with country, state and local laws. Acts of discrimination or retaliation by managers, supervisors, or any person in authority, including harassment, will not be tolerated and will be the subject of disciplinary actions up to and including termination of employment.

Every employee, officer and director are required to comply with EXA Infrastructure’s Non-Discrimination and Anti-Harassment Policy.

8. Health and Safety

The Company strives to provide a safe and healthy work environment. Each employee, officer and director have a responsibility to follow safety and health rules and practices and to report accidents, injuries, and unsafe equipment, practices, or conditions.

Violence and threatening behavior are not permitted.

Employees should report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated as the Company is obligated to maintain compliance with applicable national health and safety laws and regulations.

9. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. Information recorded internally or submitted to third parties must be full, fair, accurate, timely, understandable, and complete. Reports or records should not be used to mislead those who receive them, or to conceal anything that is improper.

All of the Company’s books, records, accounts, and financial statements must reflect an accurate and verifiable record of all transactions, be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls.

Business records and communications often become public, and the Company and its employees, officers and directors in their capacity with the Company should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. The Company’s records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, employees, officers and directors should consult with the EXA Infrastructure Legal or outside legal counsel before taking any action because it is critical that any impropriety or possible appearance of impropriety be avoided.

10. Confidentiality and Privacy Protection

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, suppliers, joint venture partners, or others with whom the Company is considering a business or other transaction except when disclosure is authorized by an executive officer or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers and suppliers, if disclosed. It also includes information that suppliers and customers have entrusted to the Company and may contain, moreover, personal data protected by privacy laws. Such personal data should only be processed fairly and lawfully in accordance with applicable privacy laws and confidential information received from third parties should only be used and maintained in accordance with the applicable confidentiality agreement with each such party.

Access to confidential information should be shared with others within the Company only on a “need- to-know” basis in connection with responsibilities for the Company, and each employee, officer and director shall use such information only in connection with the conduct of legitimate business on behalf of the Company. Employees, officers and directors may not use confidential information for their own benefit, nor to communicate or sell it to any third party. The obligation to preserve confidential information continues even after employment ends.

Each employee, officer and director are required to comply with the Company’s Privacy Policy.

11. Protection and Proper Use of Company Assets and Other Materials

All employees, officers and directors should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud, theft or misuse should be immediately reported for investigation. Company assets should be used for legitimate business purposes and should not be used for non-Company business.

The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

Many materials, such as computer software, audio and videotapes, trade journals, books, and magazines are protected by copyright law. Employees, officers and directors may not reproduce, distribute, or alter copyrighted materials owned by the Company or others without a valid license or prior permission of the copyright owner or its authorized agent. Only legitimately purchased software may be loaded onto a company computer.

All employees, officers and directors are required to comply with the Company’s Acceptable Use Policy.

12. Antitrust Compliance

It is the policy of the Company to comply with all applicable antitrust laws. Antitrust laws are complex and cannot be fully explained in this Code. If there is any doubt about the legality of conduct, EXA Legal should be consulted before action is taken.

Employees, officers and directors are expected to comply with all applicable country and state antitrust laws and regulations. It is against EXA Infrastructure’s policy for its employees, officers and directors to have an agreement or understanding with any of EXA Infrastructure’s competitors concerning prices, pricing, policy, discounts, promotions, terms or conditions of sale, purchases, territorial markets, distribution or the like. Communications or discussions with competitors concerning these topics should be avoided. Any understanding or agreement with another person to refrain from doing business with a customer or supplier is against EXA Infrastructure’s policy.

13. Anti-Corruption/Anti-Bribery

It is the policy of the Company to comply with all applicable anti-corruption and anti- bribery laws. The U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act prohibit giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. This prohibition applies to direct and indirect payments made or received by the Company, third parties or employees, and it is intended to prevent bribes, kickbacks, or any other form of influence.

Illegal payments to or from government officials of any country are strictly prohibited.
In addition, foreign governments may have a number of laws and regulations regarding business gratuities that may be accepted by government personnel. The promise, offer, or delivery to an official or employee of a government of a gift, favor, or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense.
All employees, officers and directors are required to comply with the Company’s Global Anti-Bribery and Anti-Corruption Policy.

If there are questions or concerns related to the Anti- Corruption/Anti- Bribery policy, employees should reach out to EXA Infrastructure Legal.

14. Sanctioned Countries, Restricted Parties and Export Controls

EXA is committed to conducting its business in compliance with laws applicable to transactions regarding sanctioned countries, restricted parties and anti-boycott. No employee, officer or director, regardless of location, will engage with a country subject to trade sanctions unless they have express authorization from EXA Infrastructure’s General Counsel.

EXA Infrastructure will not enter into any business arrangement with any party if such party is included on any restricted parties list maintained by the UK, US, European Union or any other country where we do business. EXA will exercise appropriate due diligence with regard to the third parties with which EXA conducts business. It is vital that any employee considering any transaction or activity involving a sanctioned country or a sanctioned person seeks legal advice before proceeding.

Export control regulations prohibit the unlicensed export of certain products or technology for political, economic and national security reasons. Our exports may fall under the "dual use goods" category, i.e., products and technologies normally used for civilian purposes, but which may have military applications. Licenses are required for the exports of such goods.

15. Anti-Money Laundering

EXA Infrastructure employees, officers and directors are prohibited from engaging in or facilitating transactions anywhere in the world involving funds that were derived from illegal activities. EXA Infrastructure must comply with all applicable anti-money laundering laws, rules and regulations of the U.K., U.S., and all other countries where we do business. Therefore, we must carefully scrutinize all payments and transactions with customers, vendors, business partners, agents and affiliates. We will not accept any funds or make any payments that are or appear to be derived from illegal activities. Involvement in money laundering activities can expose EXA Infrastructure and its employees, officers and directors to penalties that include severe fines and imprisonments

16. Political Activities

EXA Infrastructure forbids the use of corporate funds, resources or property for the support of political parties or political candidates for any office unless approved in advance by EXA Infrastructure Legal. In addition, holding or campaigning for political office must not create, or appear to create a conflict of interest with your duties or EXA Infrastructure.

Equally contrary to our Code is any pressure, direct or implied, that infringes upon the right of any employee, officer or director to decide whether, to whom, and in what amount he or she will make a personal political contribution or render personal services to individual candidates or political committees as permitted by applicable laws.

Employees, officers and directors are free to endorse, advocate, contribute to, or otherwise support any political party, candidate, or cause they may choose. However, in personal public political statements, references to affiliation with EXA Infrastructure should be avoided, and in any personal political activity it must be clear that the individual is not acting on behalf of or using the resources of EXA Infrastructure.

EXA Infrastructure seeks the resolution of regulatory and political issues affecting its interests solely on the basis of the merits involved. Because of the complexity of the laws dealing with lobbying, all planned contacts by employees, officers or directors with members of national, state and federal legislatures on matters relating to EXA Infrastructure must have prior approval of EXA Infrastructure Legal.

17. Waivers of the Code of Conduct

Any waiver of this Code for directors or executive officers may be made only by the Board or a committee of the Board and will be promptly disclosed as required by applicable laws, rules, and regulations.

18. Publicly Available

This Code shall be posted on the Company’s website.

19. Reporting any Illegal or Unethical Behaviour

Employees, officers and directors are encouraged to talk to EXA Infrastructure Human Resources, EXA Infrastructure Legal, or any of EXA Infrastructure’s executive officers about observed illegal or unethical behaviour and when in doubt about the best course of action in a particular situation.

EXA Infrastructure maintains an Ethics and Compliance Helpline and website (“Helpline”) which is monitored by the EXA Infrastructure Legal team. Employees, officers and directors may anonymously report violations or suspected violations of this Code, including fraudulent accounting and auditing matters by contacting the Helpline at www.safecall.co.uk/report.

EXA Infrastructure will not allow retaliation for reports of misconduct by others made in good faith. All reports made through the Helpline will remain confidential to the extent possible at the option of the reporting person. Retaliation or taking adverse action against such a reporting person for raising or helping to resolve an integrity concern is strictly prohibited. Employees, officers and directors are expected to cooperate in internal investigations of misconduct.

20. Your responsibility

You must ensure that you read, understand and comply with the letter and spirit of this Code and the policies references within it. You must also:

• Notify your Senior Leadership Team (SLT) member or member of EXA Infrastructure Human Resources as soon as possible if you believe or suspect that a breach of this Code has occurred or may occur in the future.
• Seek help or advice from your line manager, an SLT member or EXA Infrastructure Legal or EXA Infrastructure HR teams if you have questions about any aspect of this Code.
• Understand and comply with the specific laws and regulations that apply to your role; and
• Complete any mandatory associated training that is provided to you.

21. Consequences of Failure to Comply

If violations of this policy occur appropriate actions to be taken with consequences up to and including termination. In determining the appropriate action in a particular case, the Board (or its designee) shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.