Code of Conduct

Delcam Code of Business Conduct

At Delcam, we strive to conduct our business with the highest degree of honesty, integrity and ethical behaviour. This Code of Business Conduct (“Code”) provides an overview of Delcam’s fundamental business values. It summarizes some of our most important principles and policies. These are based on our business ethics and our commitment to integrity, which apply to all employees, officers, directors, and contingent workers of Delcam and its global subsidiaries around the world. This Code should be applied in conjunction with the laws and regulations of the countries in which we operate and any other Delcam policies or processes that apply to specific topics or areas of responsibility.

After reading this Code, please ask your manager or your Legal or Human Resources partner if any items are unclear. We all have a responsibility to uphold the principles of the Code and promptly communicate any violations or potential violations that may occur. Raising awareness about these topics, clarifying questions and resolving issues, are an essential part of making Delcam a healthy workplace and an outstanding place to work.

This Code may be amended, withdrawn and updated from time to time by Delcam at its sole discretion and will be communicated accordingly. It is your duty to ensure you are familiar with the latest version of the Code and comply with it at all times.

Code of Business Conduct

1. Workplace Respect

We value the individuality and diversity in our workforce and are committed to making employment decisions including hiring, terminations, or promotions based on qualifications, skills and merit. We value respect for others and are committed to providing equal opportunity employment for all of our employees and applicants for employment. We will not tolerate discrimination against or harassment of employees, contingent workers or customers. Please note that certain characteristics are protected by law, such as age, gender reassignment, marital or civil partner status, race, colour, ethnic or national origin, citizenship, religion or belief, pregnancy or maternity, sex or sexual orientation or disability.

2. Anti‐corruption

We expect you to act with the utmost honesty, integrity and transparency in all dealings with customers, suppliers, business partners and government officials. We expect you to comply with all applicable anti‐corruption laws and regulations, including but not limited to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act, and all local anti‐bribery laws. Any form of bribery ‐ including bribery of employees of commercial entities (such as publicly or privately held companies), also known as “commercial bribery,” or bribery of public officials whether in the UK or abroad is strictly prohibited. Any third‐party, channel partner, agent or intermediary acting on Delcam’s behalf is also prohibited from offering, giving or accepting bribes. Under no circumstances may you make, attempt to make, offer or authorize any unlawful payment, thing of value, favour, bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to a foreign or domestic government official, non‐government partner or customer, for the purpose of influencing an act or decision (including a decision not to act) or inducing such a person to use his or her influence to affect any such act or decision to obtain, retain, or direct any business.

3. Gifts and Entertainment in a Business Context

We expect you to use good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings. When extending or receiving gifts or entertainment as a business courtesy, you should not request, accept, offer to give, or give anything of significant value that would give the appearance of impropriety or create the impression that the gift or entertainment was intended in any way to improperly influence a business relationship or decision. In addition to the prohibitions contained in the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act, it should be noted that many countries, particularly the United States, restrict or even prohibit gifts or entertainment of any kind to government officials, even in the normal course of business. If you have any questions on these issues, please contact your Legal partner.

4. Antitrust and Competition

We are committed to competing vigorously, always doing so in compliance with all applicable antitrust and competition laws throughout the world. We expect you to comply with all applicable antitrust and competition laws and regulations. We must not enter into agreements or otherwise conspire, collude or coordinate with competitors or partners in a manner that harms competition, for example by attempting to fix, adjust, or control prices for Delcam products or services, boycotting suppliers or customers, dividing or allocating customers or markets, or coordinating with competitors or partners on the bidding process.

5. Financial Integrity and Accounting

Delcam must provide and maintain accurate and complete books and records related to its agreements with customers or partners and/or any transactions for Delcam products or services. Business records must be maintained in accordance with relevant record retention policies and all applicable laws and regulations, including where relevant, Sarbanes‐Oxley, and applicable Internal Revenue Service requirements.

6. Conflict of Interest

We understand that you have responsibilities and interests outside of work, but these must not conflict with the interests of Delcam. Determining what constitutes a conflict of interest can sometimes be difficult. Generally, a conflict of interest exists when a personal interest or activity interferes or has the potential to interfere with your professional judgment or your responsibility to Delcam because it is inconsistent with the Company’s interests. Even the appearance of a potential conflict of interest could be harmful to the Company and your reputation. Such a conflict may arise directly, or indirectly, as a result of the personal interestsor activities of a friend, associate or family member (or significant other), or organization with which you are affiliated. If you feel that you have an actual or potential conflict of interest with Delcam or any of its employees, you must notify your manager and/or your Legal partner.

7. Global Trade Compliance

We all have a responsibility to follow global trade controls, including export and customs regulations, and to comply with applicable export laws and regulations, including but not limited to the laws and regulations of the United Kingdom and the United States. Violations of trade controls can have serious consequences for our business. We must not, directly or indirectly, download or otherwise export, re‐export, or transfer our products, technical information or services to restricted countries, to restricted end users, or for restricted end uses. For more information on Delcam’s export requirements please contact your Legal partner.

Click here for additional information on U.S. export requirements.

8. Government Customers

Certain activities that may be customary and appropriate when dealing with non‐government customers may be considered improper or even illegal when dealing with government or government‐owned or government‐controlled customers. Delcam representatives that sell to government‐owned or government‐controlled customers must understand and comply with all laws, rules, procurement regulations and contract clauses that relate to the acquisition of goods and services by such customers, including regulations governing attempts to influence the negotiation, award or administration of government contracts, loans, permits, licenses and other such procurements.

9. Insider Trading

From time to time, you may have access to “material information” about Delcam or Autodesk’s business that has not been disclosed to the public (i.e. Material Non‐public Information). Material Non‐Public Information is non‐public information that a reasonable investor would consider important to a decision to buy, sell or hold stock in Autodesk. Trading stock, disclosing to third parties or encouraging others to trade stock on the basis of Material Non‐public Information, regardless of how small or large the trade, may constitute insider trading, insider dealing or stock tipping which is a criminal offense with severe penalties. You must comply with all applicable insider trading and securities laws governing transactions in the securities of Autodesk.

10. Data Protection/Confidentiality

Delcam’s confidential information and trade secrets are among its most valuable assets. You must protect any confidential or proprietary information you might obtain or receive in the course of your relationship with Delcam or its customers. Just as Delcam protects its own confidential materials, it also respects the rights of other people or other companies to protect their confidential information and trade secrets.

11. Reporting

All Delcam employees, agents, consultants and partners are subject to the ethical and legal requirements outlined in this Code of Business Conduct. If you have questions or concerns of any kind, you should feel free to ask questions or make a report without fear of retaliation. Delcam will not tolerate retaliation against anyone who reports a suspected violation in good faith or cooperates in an investigation. If you become aware of any alleged improper conduct by a Delcam employee, agent, consultant or partner, you report this activity to the Whistleblowing Officer ( Business and Ethics Team and the email address ethics@delcam.com ) or via the Delcam Business Ethics and Compliance Hotline at 855‐822‐9535, or via the corresponding web portal at www.delcam.ethicspoint.com. All calls to the Hotline or reports made via the web portal are confidential and may be made anonymously where permitted by local law.

12. Local Law

This Code is not contractual and is not intended to supersede requirements of any local law. In the event of a conflict between this Code and local law, local law will prevail. If you are aware of any regulation or law that would contradict this Code you should notify your Legal or Human Resources partner.

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