CODE DE CONDUITE
ET L'ÉTHIQUE

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of
conduct for directors, officers and employees of the Zolfaa Foundation and its partners. This
Code is intended to deter wrongdoing and to promote the conduct of all Foundation business in
accordance with high standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Zolfaa Foundation and all of its partners and other
business entities controlled by it worldwide.

If you have any questions regarding this Code or its application to you in any situation, you
should contact your supervisor or the Organization's Legal Affairs Committee.

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Compliance with Laws, Rules and Regulations

The Zolfaa Foundation requires that all employees, officers and directors comply with all laws,
rules and regulations applicable to the Organization wherever it does business, including with
respect to the conduct of business with governments and the protection of classified information.
You are expected to be familiar with the laws, rules and regulations applicable to your place of
work, and such additional laws, rules and regulations which may apply and of which the
Organization gives you written notice. With respect to conducting business with governments
and associated governmental entities in the Middle East, please also consult Zolfaa
Foundation's Policy on Business Conduct for each individual Governments, which is available in
the Legal section of the Organization's Intranet.

You are expected to use good judgment and common sense in seeking to comply with all
applicable laws, rules and regulations (i.e. the foundation’s bylaws, accounting standards, etc...)
and to ask for advice when you are uncertain about them.

If you become aware of the violation of any law, rule or regulation by Zolfaa Foundation, whether
by its officers, employees or directors, it is your responsibility to promptly report the matter to
your supervisor, the Legal Affairs Committee, or the Chairman of the Audit Committee of the
Organization’s Board of Directors. While it is Zolfaa Foundation's desire to address matters
internally, nothing in this Code should discourage you from reporting any illegal activity, including
any violation of the securities laws, antitrust laws, environmental laws or any other federal,
Provincial or foreign law, rule or regulation, to the appropriate regulatory authority. Employees,
officers and directors shall not discharge, demote, suspend, threaten, harass or in any other
manner discriminate against an employee because he or she in good faith reports any such
violation. This Code should not be construed to prohibit you from testifying, participating or
otherwise assisting in any state or federal administrative, judicial or legislative proceeding or
investigation.

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Conflict of Interest

Employees, officers and directors must act in the best interest of the Zolfaa Foundation. You
must refrain from engaging in any activity or having a personal interest that presents a “conflict
of interest.” A conflict of interest occurs when your personal interest interferes, or appears to
interfere, with the interests of the Zolfaa Foundation. A conflict of interest can arise whenever
you, as an officer, director or employee, take action or have an interest that prevents you from
performing your Zolfaa Foundation duties and responsibilities honestly, objectively and
effectively.

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Members of the Board of Directors and staff are expected to reveal any personal, family or
business interests that they have, that, by creating a divided loyalty, could influence their
judgment and hence the wisdom of decisions. A conflict of interest exist wherever an individual
could benefit, dis-proportionally from others, directly or indirectly, from access to information or
from a decision over which they might have influence, or, where someone might reasonably
perceive there to be such a benefit and influence.

Examples of possible conflict of interest situations with respect to our Foundation include:
• A board member has a personal or business relationship with the Foundation as a supplier of
goods or services or as a landlord or tenant
• A staff member has a personal or financial relationship with a client of the Foundation outside
of the workplace
• The Foundation is employing someone who is directly related to a board member or other staff
member
Conflicts of interest (real and perceived) are unavoidable and should not prevent an individual
from serving as a director or staff member unless the extent of the interest is so significant that
the potential for divided loyalty is present in a large number of situations..

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Procedure for Handling a Conflict of Interest

1. Members of the Board and staff have a duty to disclose any personal, family, or business
interests that may, in the eyes of another person, influence their judgment.

2. The Board as a whole has a duty to disclose specific conflicts of interests to Foundation
members, staff and external stakeholders where that interest may, in their judgment, affect the
reputation or credibility of the Organization, and to disclose the Board’s procedure for operating
in the presence of such conflicts.

3. Board members and staff have a duty to exempt themselves from participating in any
discussion and voting on matters where they have or may be perceived as having a conflict of
interest. Such exemptions should be recorded in minutes of meetings.

4. Any business relationship between an individual (or a company where the individual is an
owner or in a position of authority) and the Foundation, outside of their relationship as a Board
or staff member must be formalized in writing and approved by the Board.

Participation in an open-source project, whether maintained by the Zolfaa Foundation or by
another non-commercial entity or does not constitute a conflict of interest even where such
participant makes a determination in the interest of the project that is adverse to the Zolfaa
Foundation's interests.

The rules set forth above are threshold rules. It is your responsibility to disclose to the Legal
Affairs Committee any transaction or relationship that reasonably could be expected to give rise
to a conflict of interest, or, if you are an officer or director, to the Chairman of the Audit
Committee of the Board of Directors (or in the case of such Chairman, to the Board of
Directors), who shall be responsible for determining, based on all of the facts and
circumstances, whether such transaction or relationship constitutes a conflict of interest.
Determinations by the General Counsel of a conflict of interest may be appealed to the Audit
Committee, and determinations by the Audit Committee of a conflict of interest, whether
sustaining the decision of the Legal Affairs Committee or made independently, may be appealed
to the Board of Directors, which determination shall be final.

Upon a determination that a conflict of interest exists, the finding party, Legal Affairs Committee,
Audit Committee or Board of Directors) must make an independent finding as to how the conflict
of interest is to be mitigated. Mitigating actions include such measures as are reasonably certain
to eliminate the conflict of interest, including, but not limited to reassignment of job duties,
transfer of job assignment, termination of employment, or removal from office. All such mitigating
actions are to be taken in accordance with the laws pertaining to the place of employment of the

subject party, including laws governing due process and employment, and such other
agreements of employment as may exist between Zolfaa Foundation and the subject employee.

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Confidentiality

Employees, officers and directors must maintain the confidentiality of confidential information
entrusted to them by the Zolfaa Foundation or other partners including our suppliers and
customers, except when disclosure is authorized by a supervisor or legally mandated.
Unauthorized disclosure of any confidential information is prohibited. Additionally, employees
should take appropriate precautions to ensure that confidential or sensitive business
information, whether it is proprietary to Zolfaa Foundation or another Organization, is not
communicated within the Organization except to employees who have a need to know such
information to perform their responsibilities to Zolfaa Foundation.

Third parties may ask you for information concerning the Organization. Employees, officers and
directors (other than the Organization’s authorized spokespersons) must not discuss internal
Zolfaa Foundation matters with, or disseminate internal Zolfaa Foundation information to,
anyone outside the Organization, except as required in the performance of their Zolfaa
Foundation duties and after an appropriate confidentiality agreement is in place. This prohibition
applies particularly to inquiries concerning Zolfaa Foundation from the media, market
professionals (such as securities analysts, institutional investors, investment advisers, brokers
and dealers) and security holders. All responses to inquiries on behalf of the Zolfaa Foundation
must be made only by Zolfaa Foundation's authorized spokespersons. If you receive any
inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or
one of the Zolfaa Foundation authorized spokespersons. The Zolfaa Foundation policies with
respect to public disclosure of internal matters are described more fully in the Non-competition,
Confidentiality and Assignment of Inventions Agreement which you signed at the time you joined
the Zolfaa Foundation.

You also must abide by any lawful obligations that you have to your former employer. These
obligations may include restrictions on the use and disclosure of confidential information,

restrictions on the solicitation of former colleagues to work at the Zolfaa Foundation and non-
competition obligations.

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Finally, if you are involved in conducting business in the federal, state or local government, you
may be subject to other obligations regarding the use, disclosure safeguarding or receipt of
particular types of information, including restrictions regarding competition-sensitive information
such as government “source selection” or contractor bid and proposal information.

Honest and Ethical Conduct and Fair Dealing

Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the
Zolfaa Foundation's suppliers, customers, competitors and employees. Statements regarding
the Zolfaa Foundation products and services must not be untrue, misleading, deceptive or
fraudulent. You must not take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any other unfair-dealing
practice.

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Protection and Proper Use of Corporate Assets

Employees, officers and directors should seek to protect the Zolfaa Foundation's assets. Theft,
carelessness and waste have a direct impact on the Zolfaa Foundation financial performance.
Employees, officers and directors must use the Zolfaa Foundation assets and services solely for

legitimate business purposes of the Zolfaa Foundation and not for any personal benefit or the
personal benefit of anyone else.
Employees, officers and directors must advance the Zolfaa Foundation legitimate interests when
the opportunity to do so arises. You must not take advantage of opportunities for yourself or
another person that are discovered through your position with the Zolfaa Foundation or the use
of property or information of, or entrusted to, the Zolfaa Foundation.

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Gifts and Gratuities
The use of Zolfaa Foundation funds or assets for gifts, gratuities or other favors to Zolfaa
Foundation employees is prohibited, except to the extent such gifts are in compliance with
applicable law, nominal in amount and not given in consideration or expectation of any action by
the recipient. Note: Payments to Zolfaa Foundation employees under bonus, commission,
incentives or other bona-fide recognition and performance plans or programs are not considered
gifts under this section nor are contributions of source code or open-source projects.

Employees, officers and directors must not accept or permit any member of his or her immediate
family to accept, any gifts, gratuities or other favors from any customer, supplier or other person
doing or seeking to do business with the Zolfaa Foundation, other than items of nominal value.
Any gifts that are not of nominal value should be returned immediately and reported to your
supervisor. If immediate return is not practical, they should be given to the Zolfaa Foundation for
charitable disposition or such other disposition as the Zolfaa Foundation believes appropriate in
its sole discretion. For purposes of this policy, nominal value is considered $100 or less.
Common sense and moderation should prevail in the acceptance or provision of business
entertainment for the Zolfaa Foundation. Employees, officers and directors should provide, or
accept, business entertainment to or from anyone doing business with the Zolfaa Foundation
only if the entertainment is infrequent, modest considering the circumstances and intended to
serve legitimate business goals.

It is not unusual for software and hardware companies in the Zolfaa Foundation's industry to
offer free software and/or hardware to employees for testing purposes. If you are offered such
equipment, you may accept it on behalf of the Zolfaa Foundation provided the equipment is
necessary for your performance of your job or an open-source project in which you participate
and you notify the Zolfaa Foundation Legal Affairs Committee of the hardware or software
contributed. All such donated hardware and software shall be the property of the Zolfaa
Foundation.

Bribes and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit
or receive any form of bribe or kickback anywhere in the world. You must also abide by the
often-stringent laws regulating gifts and gratuities to government officials and employees.

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Accuracy of Books and Records and Public Reports

Employees, officers and directors must honestly and accurately record all business transactions
as they are responsible for the material accuracy of any such reports. Accurate record keeping
and reporting are essential to the Zolfaa Foundation's ability to meet legal and regulatory
obligations, including specific obligations relating to the Zolfaa Foundation’s transactions with
governments and governmental entities.

All Zolfaa Foundation’s books, records and accounts shall be maintained in accordance with all
applicable regulations and standards and accurately reflect the true nature of the transactions
they record in all material respects. The financial statements of the Zolfaa Foundation shall
conform in all material respects to generally accepted accounting rules and the Organization's
accounting policies. No undisclosed or unrecorded account or fund shall be established for any
purpose. No false or misleading entries shall be made in the Zolfaa Foundation’s books or
records for any reason, and no disbursement of corporate funds or other corporate property
shall be made without adequate supporting documentation. It is the policy of the Organization to
provide full, fair, accurate, timely and understandable disclosure in reports and documents filed

with, or submitted to the Responsible Government Agencies and in other public
communications.

Concerns Regarding Accounting or Auditing Matters

Employees with concerns regarding questionable accounting or auditing matters or complaints
regarding accounting, internal accounting controls or auditing matters may confidentially, and
anonymously if they wish, submit such concerns or complaints in writing to the Chairman of the
Audit Committee of the Board of Directors at the address listed below. See “Reporting and
Compliance Procedures.” A complete record of all complaints will be prepared by the Audit
Committee each fiscal quarter and reported to the Board of Directors.
The Audit Committee will evaluate the merits of any concerns or complaints received by it and
authorize such follow-up actions, if any, as it deems necessary or appropriate to address the
substance of the concern or complaint.
Zolfaa Foundation will not discipline, discriminate against or retaliate against any employee who
reports a complaint or concern (unless the employee is found to have knowingly and willfully
made a false report).

Waivers of this Code of Business Conduct and Ethics

While some of the policies contained in this Code must be strictly adhered to and no exceptions
can be allowed, in other cases exceptions may be possible. Any employee or officer who
believes that an exception to any of these policies is appropriate in his or her case should first
contact his or her immediate supervisor. If the supervisor agrees that an exception is
appropriate, the approval of the Legal Affairs Committee must be obtained. The Legal Affairs
Committee shall be responsible for maintaining a complete record of all requests for exceptions
to any of these policies and the disposition of such requests and report such record to the Audit
Committee each fiscal quarter.
Any executive officer or director who seeks an exception to any of these policies should contact
the Chairman of the Audit Committee of the Board of Directors. Any waiver of this Code for
executive officers or directors or any change to this Code that applies to executive officers or
directors may be made only by the Board of Directors of the Organization and will be disclosed
as required by law.

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Reporting and Compliance Procedures

Every employee, officer and director has the responsibility to ask questions, seek guidance, and
report suspected violations and express concerns regarding compliance with this Code. Any
employee, officer or director who knows or believes that any other employee or representative of
Zolfaa Foundation has engaged or is engaging in Organization-related conduct that violates
applicable law or this Code should report such information to his or her supervisor, the Zolfaa
Foundation Legal Affairs Committee, or to the Chairman of the Audit Committee of the
Foundation’s Board of Directors, as described below. You may report such conduct openly or
anonymously without fear of retaliation. The Foundation will not discipline, discriminate against
or retaliate against any employee who reports such conduct in good faith, whether or not such
information is ultimately proven to be correct, or who cooperates in any investigation or inquiry
regarding such conduct. Any supervisor who receives a report of a violation of this Code must
immediately inform the General Counsel.
You may report violations of this Code on a confidential or anonymous basis by calling Zolfaa
Foundation's Corporate Governance Hotline. Depending on the nature of the information you
are providing, your message will be directed to either the Chairman of the Audit Committee or
the General Counsel. Instructions are provided on the Hotline. While we prefer that you identify
yourself when reporting violations so we may follow up with you as necessary for additional
information, you may leave messages anonymously if you wish.
If either the Legal Affairs Committee or the Chairman of the Audit Committee receives
information regarding an alleged violation of this Code, he or she shall, as appropriate, (a)
evaluate such information, (b) if the alleged violation involves an executive officer or a director,
inform the Chief Executive Officer and Board of Directors of the alleged violation, (c) determine
whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate

such inquiry or investigation and (d) report the results of any such inquiry or investigation,
together with a recommendation as to disposition of the matter, to the Board of Directors or a
committee thereof. Employees, officers and directors are expected to cooperate fully with any
inquiry or investigation by the Foundation regarding an alleged violation of this Code. Failure to
cooperate with any such inquiry or investigation may result in disciplinary action, up to and
including dismissal.

The Foundation shall determine whether violations of this Code have occurred and, if so, shall
determine the disciplinary measures to be taken against any employee who has violated the
Code. In the event that the alleged violation involves an executive officer or a director, the Chief
Executive Officer and the Board of Directors, respectively, shall determine whether a violation of
this Code has occurred and, if so, shall determine the disciplinary measures to be taken against
such executive officer or director.
Failure to comply with the standards outlined in this Code will result in disciplinary action
including, but not limited to, reprimands, warnings, probation or suspension without pay,
demotions, and reductions in salary, dismissal and restitution. Certain violations of this Code
may require Zolfaa Foundation to refer the matter to the appropriate governmental or regulating
authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of
any conduct in violation of this Code, or who has knowledge of such conduct and does not
immediately report it, also will be subject to disciplinary action, up to and including dismissal. All
such disciplinary actions are to be taken in accordance with the laws pertaining to the place of
employment of the subject party, including laws governing due process and employment, and
such other agreements of employment as may exist between Zolfaa Foundation and the subject
employee.

Dissemination and Amendment

This Code shall be distributed annually to each employee, officer and director of the
Organization, and each employee, officer and director shall certify that he or she has received,
read and understood the Code and has complied with its terms.
The Foundation reserves the right to amend, alter or terminate this Code at any time for any
reason.
This document is not an employment contract between the Zolfaa Foundation and any of its
employees, officers or directors and does not alter any existing employment contract, if any, or,
where no such employment contracts exists, the Organization's at-will employment policy.

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Certification

I, ______________________________ do hereby certify that:
(Print Name Above)
1. I have received and carefully read the Code of Business Conduct and Ethics of Zolfaa
Foundation,
2. I understand the Code of Business Conduct and Ethics of Zolfaa Foundation
3. I will comply with the terms of the Code of Business Conduct and Ethics of the Zolfaa
Foundation
Date: ____________________________
(Signature)

EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO RETURN THIS
CERTIFICATION TO THE HUMAN RESOURCES DEPARTMENT WITHIN 14 DAYS OF
REQUEST.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION UP TO AND INCLUDING
TERMINATION.