CODE OF BUSINESS CONDUCT

The way we do business

INTRODUCTION

Doing the right thing

Colt has an excellent reputation with customers, employees, shareholders and business partners. Each of us must take responsibility for maintaining and enhancing our reputation and this Code of Business Conduct helps you to understand your role in following the high standards of conduct to which Colt is committed. Compliance is critical to our success: at Colt, it is paramount to do the right thing.

1

OVERVIEW

Colt is committed to the highest possible legal and ethical standards. It is not our policy to merely comply with the letter of the law, but rather to instil and maintain a true culture of compliance with all laws, rules and regulations wherever we do business.

Every employee and person acting for Colt has an unqualified responsibility to observe and comply with all applicable laws, rules, regulations, sanctions and commonly accepted business standards of conduct and courtesy. We must ensure that our conduct always sets the best possible example, and even a mistaken inference of wrongdoing must be avoided. Every employee and person acting for Colt is expected to demonstrate high standards of personal and professional conduct when dealing with customers, suppliers, regulators and other stakeholders including honesty, integrity, personal responsibility and professionalism.

Conduct which damages Colt’s reputation is prohibited. Colt reserves the right to take any action that is deemed appropriate in the following situations:

• Employee behaviour or actions outside working hours or away from Colt’s premises, which may bring Colt into serious disrepute or materially damage Colt’s interests;

• Behaviour or actions which could create a hostile or intimidating environment during working hours and when conducting business away from Colt’s premises;

• Conduct which could have an adverse effect on a person's ability to perform properly their duties of employment or to behave appropriately in a work-related setting (including at work-related social events). This could arise for example from excessive alcohol consumption or for any other reason;

• Criminal behaviour (e.g. the use of illegal drugs). Colt has a zero tolerance approach to the use of illegal drugs.

2

ANTI-BRIBERY: PROHIBITION OF KICKBACKS, BRIBES AND PAYOFFS

All Colt employees must comply with anti-bribery legislation, and avoid all forms of corruption. Where the Colt standard is more stringent than local legislation, the Colt standard will always apply.

Employees must not directly or indirectly offer or accept kickbacks, bribes or payoffs in cash or anything of value, to secure an improper advantage or benefit; such as win orders, gain insider information, to accelerate or otherwise influence the grant of a regulatory approval (e.g., planning permission) or influence tenders.

“Anything of value” can be any object, favour, service, cash or cash equivalent, entertainment, gift, property, or anything else. It does not matter that a prohibited payment may be demanded by a public official, the prohibited payment still must not be made.

Examples (not exhaustive) of bribery risk scenarios:

• A request for contribution to a political party or favourite charity of a public official or business partner (indirectly offering cash equivalent).

• An offer of employment or an internship to a relative of a public official or business partner (indirectly offering something of value).

• An invite to an all-expenses paid trip or major sporting event (directly accepting gift or entertainment).

• Entertainment during contract negotiations, even if the cost involved is within budget (directly accepting entertainment).

• Actions taken by third parties who act as intermediaries including requests for pre-payment without justification and invoice (indirect offer).

Colt employees, agents, suppliers and other intermediaries are strictly prohibited from making facilitation payments. Colt never requests pre-payment solely in order to speed up the provision or delivery of services.

Any actual or suspected non-compliance by employees, suppliers, agents, or anyone claiming to act for Colt must be reported immediately: how to report. Failure to report is a violation of this Code of Business Conduct and may result in disciplinary procedures.

3

ANTI-FRAUD

Fraud is criminal deception intended for personal or business gain, to get an unjust advantage or to cause a loss to another party. You do not need to receive a benefit as a result of fraud; intending to receive a benefit is sufficient to be guilty of fraud. Key fraud offences include:

• False representation (e.g. misreporting financials, falsifying goods or services received on an expenses claim or supplier invoice);

• Failing to disclose information (e.g. hiding conflicts of interest);

• Abuse of position (e.g. using your role to benefit yourself or others improperly);

• Commission Fraud (e.g. creating fake sales, accounts or services to manipulate performance targets or bonuses);

• Expense Fraud (e.g. submitting false or inflated expenses for personal gain).

Fraud Prevention

Colt does not tolerate fraud in any form and is dedicated to preventing fraud across all areas of the business. All Colt employees, directors, agents and contractors must comply with preventative measures and procedures in place for fraud prevention and Colt requires its agents, contractors and suppliers to have preventative measures in place too.

All Colt employees are required to:

• Know what constitutes fraud by understanding provisions of the Code of Conduct, and completing the annual mandatory Code of Conduct training;

• Act honestly and transparently at all times, ensuring that all records are complete and accurate;

• Be alert to suspicious actions and report any suspected fraud or unethical behaviour immediately: how to report.

Failure to report known or suspected fraud could expose you and Colt to criminal liability.

If you are unsure whether something might be fraud, please seek advice and guidance: how to report.

4

MONEY LAUNDERING AND TAX EVASION

Money laundering is the process of taking the proceeds of criminal activity and making them appear legal.

Tax evasion is the use of illegal methods to pay less tax or no tax at all.

Any involvement with parties involved in tax evasion or money laundering is strictly prohibited.

It is our duty to ensure that Colt complies with the processes, procedures, systems and checks required by EU and local regulation related to the prevention of tax evasion and money laundering. Any suspicion of tax evasion or money laundering, whether by a Colt employee or a third party, must be reported immediately: how to report.

5

HOSPITALITY & GIFTS

Colt does not prevent employees giving or receiving gifts of modest value or reasonable business-related hospitality (e.g. dining or attending social events) subject to the following guidelines:

• You must not accept any form of hospitality, gift or service, directly or indirectly which might lead the giver to believe that they are going to benefit in some form.

• You must not offer any form of hospitality, gift or service, directly or indirectly which might lead the receiver to believe Colt is going to benefit in any form.

• Inappropriate gifts and entertainment is strictly prohibited (i.e. adult themes, visits to casinos etc).

Unique, unusual, frequent or lavish gifts or hospitality may raise questions of impropriety (e.g. tickets to major sporting finals).

Employees should use the Gift and Hospitality Pre-Approval Form under the IT Service Now Portal to obtain approval before gifts or hospitality are provided or received.

If your gift or hospitality involves both Core and DCS employees, approval must be obtained from both the Ethics Committee and DCS Governance Committee.

Hospitality thresholds

Hospitality must not exceed the following EUR (or local currency equivalent) amounts:

Countries	Private sector	Public sector
Hong Kong, South Korea, Japan, USA	€150	€0
India	€50	€0
All other Colt countries	€150	€50

Any hospitality exceeding these thresholds requires pre-approval from the Ethics Committee or DCS Governance Committee: Gift and Hospitality Pre-Approval Form

Hospitality within these thresholds requires pre-approval from line manager/cost centre owner or other designated approver under the Colt Authorities Matrix.

Please note:

• You must not offer or accept hospitality whilst any contractual negotiations are ongoing.

• Light refreshments during business meetings are not considered business hospitality and do not require approval.

• The person providing hospitality must attend the event with the recipient and the primary purpose should be to discuss business or build a business relationship. If you give or accept hospitality but do not attend, the transaction is considered a gift and is subject to gift thresholds.

• Resale of tickets is expressly forbidden.

• High regarded sporting events with excessive value are unlikely to be pre-approved.

• The Close succession rule (below) applies to hospitality.

6

GIFTS (THRESHOLDS AND RULES)

Gifts must not exceed the following EUR (or local currency equivalent) amounts:

Countries	Private sector	Public sector
Hong Kong, South Korea, USA	€150	€0
Japan	€150, or for gifts of flowers to corporations (not individuals) to celebrate significant events: €450	€0
India	€50	€0
All other Colt countries	€150	€50

Any gifts exceeding these thresholds require pre-approval from the Ethics Committee or DCS Governance Committee: Gift and Hospitality Pre-Approval Form.

Gifts within these thresholds require pre-approval from line manager/cost centre owner or other designated approver under the Colt Authorities Matrix.

Regardless of value, you must not:

• Offer or accept gifts whilst any contractual obligations are ongoing.

• Give or receive cash, cash equivalent gifts (e.g. vouchers), cheques or other negotiable funds.

• Solicit any gift, favour or other form of preferential treatment.

• Borrow or lend money (other than from an entity that is in the business of lending, on normal terms generally available).

When deciding whether to give or receive a gift, consider whether disclosure of the full details of the gift would damage Colt's integrity or reputation. The Close succession rule applies to gifts.

Employees should use the Gift and Hospitality Form under the IT Service Now Portal to obtain approval before gifts or hospitality are provided or received.

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CLOSE SUCCESSION

If hospitality or gifts are given to or received by the same customer/supplier in close succession (within three months), the collective value given or received in the three month period will be considered by the Ethics Committee or DCS Governance Committee. Approval requests may be declined as a result of the combined value exceeding the thresholds.

Any questions regarding value, pre-approval or permissibility of gifts or hospitality should be reported to Colt: how to report.

8

CONFLICTS OF INTEREST

Colt expects all employees to display a high degree of business loyalty to the Company and in turn Colt is loyal to, and supportive of, its employees. Employees must not engage in business activities that cause, or may reasonably be thought to cause, a conflict with the interests of the Company. A conflict of interest may arise when an employee is influenced by considerations of gain or benefit for themselves or a family member. In the event that a conflict of interest may arise or appear to exist, it is imperative that the conflict is promptly disclosed to your manager and the Ethics Committee or DCS Governance Committee: how to report.

To facilitate the disclosure process, please refer to the declaration via this link: Conflicts of Interest_ Employee Declaration Form.pdf. Complete the declaration and email a copy to your manager and local HR.

Examples of conflicts (non-exhaustive):

• Acquiring or maintaining any financial interest in any customer, supplier or competitor of Colt that provides management influence or control.

• Supervising, reviewing or influencing the job evaluation, hiring, pay or benefit of any family member at Colt or any supplier or customer of Colt (with the caveat that recommending family members for employment is not prevented).

• Personally receiving cash, special discounts or gifts from any Colt customer or supplier which might lead the giver to think they are going to benefit.

• Any activity that competes with Colt or gaining a personal benefit from a relationship with a third party that does or is trying to do business with Colt.

• Using Colt's time or resources for personal benefit.

• Participating in supplier selection when relatives or close friends/associates own or work for one of the suppliers, without prior disclosure.

Further guidance and declaration forms (examples below) must be submitted to HR and managers when relevant:

• Secondary employment: prior permission from HR and manager, declaration here.

• Proprietor/partnership business: prior permission from HR and manager, declaration here.

• External directorships: prior permission from HR and manager, declaration here.

9

FAIR COMPETITION

Colt believes in vigorous yet fair competition and supports the development of appropriate competition laws.

Many countries prohibit collaboration with competitors or competitors’ representatives and other activities that reduce competition. Prohibited conduct includes:

• Discussions with a competitor about terms of sale (e.g., discounts, prices, credit terms), production levels, dividing customers or territories, or boycotting any customer.

• Discussion or attempts to influence customers regarding resale prices.

Competition laws can be breached in conversations or behaviour that may appear harmless (e.g., statements made at social occasions, jokes, or by junior employees). If you are the recipient of a suggestion of collaboration or collusion and remain silent or fail to explicitly distance Colt and yourself from it, that may imply consent and expose Colt and you to legal risk.

If you suspect any suggestion of collaboration or collusion, report immediately to the Ethics Committee or DCS Governance Committee: how to report.

10

CONFIDENTIALITY

You may have access to confidential information due to your employment. Such information must not be shared with others outside Colt or used for personal gain.

You may not trade securities based on inside information you have received. Confidential information includes customer information, supplier information, knowledge of business plans or projections, sales or marketing programmes, customer lists, significant legal or regulatory action or strategy, new products or price changes, changes in senior leadership, divestitures or mergers and acquisitions.

11

APPROPRIATE USE OF ELECTRONIC AND OTHER COMPANY RESOURCES

You are expected to use all Colt resources in a responsible manner. Although incidental or occasional personal use of such assets is permitted so long as it does not interfere with the conduct of Colt business, misapplication or waste of such assets is prohibited and may amount to a criminal act.

All electronic resources of the Company are assets belonging to Colt.

• Protect your passwords and do not use anyone else’s ID to access records.

• Do not alter records or software unless authorised and ensure any software used has been obtained from authorised Company suppliers.

• Only install software if authorised to do so.

• Do not use Colt assets to access inappropriate websites (pornography, terrorism, or other criminal, unethical or inappropriate activities).

• Make every effort to avoid opening spam mail.

See the Information Risk Management intranet site for more details.

12

DATA PROTECTION

GDPR, EU directives and local laws provide for the protection, transfer, access and storage of personal information on customers, employees, contacts and other individuals.

You must comply with Colt’s Data Protection and Compliance Policy and related procedures. Colt shall only process your personal data for purposes permitted under applicable law. Processing of your personal data by Colt is based on your explicit consent or on the necessity for legitimate interests as provided by Article 9, 2., (a) and (f) of the GDPR (EU) 2016/679.

BINDING CORPORATE RULES

The Binding Corporate Rules (“BCRs”) are a certification awarded by the European Data Protection Board which demonstrates that Colt’s privacy programme is compliant with the GDPR worldwide. BCRs allow safe transfers of personal data outside the EU and must be enforced by every member of the Colt Group.

13

ENVIRONMENTAL SUSTAINABILITY

Colt’s environmental approach is articulated in our Environmental Sustainability Commitment Statement and focuses on reducing Scope 1, 2 and 3 emissions, minimising waste and embedding circular economy practices.

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Our Sustainability Report includes sustainability performance data, GHG emission reduction targets and key initiatives. All employees are required to take annual environmental mandatory training.

Colt aligns reports to international non-financial reporting standards such as GRI and ensures independent verification of non-financial reports.

14

GOVERNMENT, MEDIA & INVESTOR RELATIONS

Refer all media and investor inquiries to the External Communications Team.

Wherever possible, contact a communications specialist before agreeing any activities with third parties. See the Media Relations Policy and Social Media Policy.

15

INTEGRITY OF TRANSACTIONS AND ACCURACY OF BOOKS AND RECORDS

Colt’s integrity depends on conducting only legitimate, properly approved and well documented business transactions.

All company records (accounting, employee, expense claims, application forms, etc.) must accurately and fairly reflect underlying transactions. Ensure correct authority for each transaction, document receipts/disbursements/journal entries, and retain records per Colt’s Document Retention and Destruction Policy. Making false or fictitious entries in Colt books and records is prohibited.

No payment shall be approved with the intent that any part will be used for other than described purposes. Agreements for agents, consultants, promoters or finder’s fees must be documented accurately. Examples of violations include:

• Payments falsified or not recorded in accounting records;

• Claiming reimbursement of expenses not incurred for Colt business or outside policy;

• Payments made through backdated or altered invoices;

• Invoices not setting forth true transaction price;

• Creating or maintaining bank accounts in a name other than the Company.

16

UNDISCLOSED FUNDS

Colt will not create or maintain any secret or unrecorded fund or asset.

Any employee having knowledge of any secret or unrecorded fund or asset should immediately report the matter to the Ethics Committee or DCS Governance Committee: how to report.

17

EMPLOYEES

Colt is committed to attracting and retaining the best people based upon ability and merit and to maximising opportunities for employees to share in its success.

Colt provides training courses and opportunities for development, maintains good communication channels, and expects individuals to treat each other with respect and consideration. Employee wellbeing is important; Colt offers initiatives and tools to protect mental and physical wellbeing.

Colt takes a holistic approach to accessibility to ensure people with disabilities and impairments can access information, opportunities and spaces. Colt complies with accessibility standards and pursues continual improvement.

Colt encourages community engagement and provides volunteering days annually for charity or community projects.

Colt does not tolerate harassment, bullying or inappropriate behaviour of any form. Sexual harassment and harassment based on protected characteristics is unacceptable and may result in disciplinary action. Examples of unacceptable behaviour include:

• Unwanted physical contact, pestering or stalking.

• Unwelcome remarks about age, dress, appearance, race, marital status, sexual orientation or identity.

• Sending offensive text messages or unwanted emails.

• Telling or circulating inappropriate jokes, gossip or malicious rumours.

• Undue pressure to participate in political/religious groups.

• Offensive, insulting or abusive remarks.

• Abuse of power including persistent unwarranted criticism.

• Verbal or physical threats, violence or aggressive behaviour.

• Deliberate withholding of information or sabotaging work.

• Setting unrealistic targets or constant undervaluing of efforts.

• Ridicule, deliberate isolation or non-cooperation.

Discrimination on grounds of protected characteristics is unacceptable. Violations may result in disciplinary action including termination. Incidents should be reported to local Human Resources Manager.

RIGHTS AT WORK

Colt upholds the fundamental human rights set out in the ILO conventions (1998) and requires employees to ensure the Company complies with these principles, covering:

• Freedom of association and recognition of collective bargaining.

• Elimination of forced or compulsory labour.

• Effective abolition of child labour.

• Elimination of discrimination in employment and occupation.

Colt and its suppliers must:

• Provide a safe working environment for staff and subcontractors.

• Validate legal right to work for employees and subcontractors.

• Commit to fair labour practices, including legal minimum wage or fair living wage.

• Provide confidential mechanisms for raising grievances.

Colt prohibits slavery, forced/bonded labour and child labour in its operations and supply chains. Suppliers should ensure no slavery or human trafficking exists in their business or supply chain and provide statements if required by law.

CREATING A SAFE WORKING ENVIRONMENT

Work safely to avoid harm to yourself or others. Report unsafe or unhealthy conditions to the Health & Safety team via the Health and Safety Portal on the Intranet. Observe and follow local health, safety and environmental regulations.

18

SUPPLIERS

Colt aims to build long-term supplier relationships, selecting suppliers on an inclusive non-discriminatory basis with objective criteria.

Sustainability criteria are integrated into supplier selection (via Vendor Risk Management and RFP Scoring), onboarding and ongoing management. See Colt’s Supplier Code of Business Conduct and Sustainable Procurement Policy. Further sustainability information is in Colt’s Sustainability report.

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PEOPLE ACTING ON BEHALF OF COLT

Employees may retain third parties (agents, sales representatives, consultants) to act on behalf of Colt.

Employees involved in retaining third parties must ensure appropriate safeguards are established so the third party complies with this Code and all applicable laws. Consider background and credit checks where appropriate and consult procurement and legal teams. All third-party contracts must be reviewed and approved in advance by the relevant Colt Legal advisor and Procurement team.

20

POLITICAL PAYMENTS

No Colt business unit, entity or employee shall pay any Colt funds or provide Colt facilities or services to any political party, political office holder, candidate, initiative or referendum campaign, except with prior written approval of the Board of Directors of Colt Group Holdings Limited.

21

REPORTING PROHIBITED CONDUCT

You must not act in any manner that will violate any Company policy, and you may not ask any other employee or person acting on behalf of Colt to commit a violation.

If you have information or knowledge of any conduct or transaction prohibited by this Code, promptly report it to your manager and to the Ethics Committee or DCS Governance Committee and/or to the Colt Business Ethics Line: how to report.

A failure to report a known violation may subject you to disciplinary action. Reports must be truthful, accurate and made in good faith. Colt encourages reporting suspected or actual breaches early, even if you doubt the nature of the issue: how to report.

No person reporting a suspected violation will be subject to retaliation for a good faith report. All reports will be maintained in confidence to the extent possible. The identity of the reporter and third parties involved will be kept highly confidential on a need-to-know basis. The only exception is where disclosure is necessary and proportionate for court proceedings or regulatory investigations.

22

DISCIPLINE

Violations of the policies described in this Code or other applicable Colt policies may result in disciplinary action, depending on circumstances and severity, and may include termination of employment.

23

ENFORCEMENT & COMPLIANCE

All employees are required to confirm they have read and will comply with this Code of Business Conduct.

The Code does not replace local legislation or regulation. It is your responsibility to be aware of and understand the Code.

As part of on-boarding, HR should provide this Code to sign. You are required to acknowledge that you have read, understood and agree to comply with the Code as a condition of employment. Failure to acknowledge does not affect applicability.

If in doubt about interpretation or applicability, contact the Ethics Committee or DCS Governance Committee: how to report. This includes reporting actual or suspected violations and questions or exceptions.

The Ethics Committee and DCS Governance Committee supervise and administer the Code and whistle-blower reports, consulting senior leadership when necessary and reporting quarterly to the Audit Committee of the Board.

The Chair of the Ethics Committee or DCS Governance Committee must notify the Chair of the Audit Committee and the Chair of the Board promptly for alleged breaches that:

• Pose reputational, legal, compliance, regulatory risks;

• May amount to gross misconduct permitting summary dismissal (e.g., theft, violence);

• May have a material impact on financial statements;

• Involve criminal activities;

• Are allegations against senior leadership;

• Are similar serious allegations or incidents.

Committee members can be contacted by e-mail, in writing, or in person. The Colt Business Ethics Line is an alternative confidential reporting facility for employees and external parties.

Who can report? Reports can be made by anybody, including current and former employees, suppliers, contractors, interns, officers and others connected to the reporter.

Colt Group is split into Colt Technology Services and Colt Data Centre Services; each has its own committee for reviewing Code-related reports.

If in doubt on who to contact, contact the Ethics Committee.

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HOW TO REPORT

CONTACTING THE ETHICS COMMITTEE

Reporting methods available:

Email:

• Colt Technology Services (internally: Core/Neo): [email protected]

• Data Centre Services: [email protected]

In writing:

• Colt Technology Services (internally: Core/Neo): The Ethics Committee, c/o The Chief Legal Officer, Colt, Colt Technology Services, Colt House, 20 Great Eastern Street, London, EC2A 3EH.

• Data Centre Services: DCS Governance Committee, c/o The General Counsel, DCS, Colt Data Centre Services, 20 Great Eastern Street, London, EC2A 3EH

INDEPENDENT COLT BUSINESS ETHICS LINE AND ONLINE REPORTING

The Business Ethics Line is a confidential phone line provided by Safecall (independent of Colt). The line is free and available 24/7 for Colt employees, contractors and external parties to raise concerns confidentially. Reports will be received by the Ethics Committee or DCS Governance Committee.

Reports must be truthful, accurate and made in good faith. Where local law permits, reports may be anonymous. Whistleblower names are kept confidential. Colt does not tolerate adverse treatment of whistleblowers.

Report online: www.safecall.co.uk/report

Freephone numbers by country:

Country	Phone number
Austria	00 800 7233 2255
Belgium	00 800 7233 2255
China	10800 7440605 (Unicom/Netcom) 10800 4400682 (Telecom)
China (Dalian)	4008 833 405*
Denmark	80 25 41 90
France	00 800 72332255
Germany	00 800 72332255
Greece	00 800 4414 1966
Hong Kong	3077 5524
India	000 800 4401256
Ireland	1800 812740
Italy	00 800 72332255
Japan	0120 921067
Luxembourg	800 28502
Netherlands	00 800 72332255
Poland	00 800 72332255
Portugal	00 800 72332255
Romania	0372 741 942
Singapore	800 448 1773
South Korea	001 800 7233 2255 (Korea Telecom) 002 800 7233 2255 (DACOM)
Spain	00 800 72332255
Turkey	00 800 4488 20729
UK	0800 9151571
USA	1 866 901 3295

*You will be charged the local rate to make a call.

This Code of Business Conduct document is owned by the Chair of the Ethics Committee.