CODE OF BUSINESS CONDUCT

1 CONTENTS

CEO Message 3

Doing What’s Right 4

Our Vision, Values & Behaviours 6

Safety, Health and Environmental Protection 7

Conducting Business Globally 8

Business Relationships 12

Getting Help 18

2 CHIEF EXECUTIVE OFFICER MESSAGE

We have a well-deserved reputation proactivity, inclusivity, customer focus, founded on trust, integrity and of “doing development, leadership, accountability the right thing”; our success depends and acting ethically at all times. upon our reputation. To protect that The Code can’t cover every eventuality or reputation and help us ensure that we challenge you may face but it’s a resource conduct business fairly and honestly, for you to use when you need guidance we’ve adopted global standards. to help you to make an informed decision. Our Code of Business Conduct or Code, If you are ever unsure of what to do is the centrepiece of our commitment to or need additional guidance, ask your ensure every Cobham employee conducts supervisor, manager or Human Resources business to the highest standards of representative. If you’re uncomfortable business ethics. doing that, use the Helpline to ask your question or to raise an issue. The Code sets out how we can achieve our Vision by embracing our SPIRIT The global business environment in values which capture the pioneering which we operate grows ever tougher attitude that began the Cobham and presents us with unprecedented story and take pride in everything we challenges. Some things though remain achieve together. Our SPIRIT values are clear and constant, Cobham maintains a underpinned by the behaviours we expect zero tolerance policy towards any kind from all our employees: teamwork, of bribery or corruption. Our culture of acting ethically and with integrity at all times, helps our business and reputation thrive, protecting our shareholders, stakeholders and our employees.

David Lockwood Chief Executive Officer

THE COBHAM VISION Working together to be a leading global Technology and Services innovator, respected for providing solutions to the most challenging problems.

3 DOING WHAT’S RIGHT

The Code of Business Conduct or Code, is applicable to all officers, directors WHAT’S EXPECTED and employees of Cobham plc and its subsidiaries worldwide. It sets out the core principles and What’s expected of Employees expectations governing the behaviour of all employees. It is also a resource for REMEMBER you to use whenever you need guidance or if you encounter a difficult or uncomfortable work situation. The Code can help you make an informed decision or describe what actions you can take. Read and understand your obligations Never alter or destroy any documents We must all comply fully with relevant under this Code. or electronic records in response to litigation, an investigation or an audit. laws and regulatory requirements and Understand and follow the laws and applicable codes in the countries in which Remember regulations that are applicable to your Be truthful and not lie when responding we operate and strive to conduct our role. to an investigation or audit. affairs according to the highest ethical You are responsible for your standards. Compliance with this Code own actions Respect your colleagues at every Notify Corporate Legal if you learn requires Cobham to conduct business level, champion diversity, embrace that a government agency or anyone Keep asking until you are as a good corporate citizen. The Code individuality and listen when others else is conducting an investigation or is comfortable with the answer requires a high degree of integrity in speak. making any inquiries about a suspected violation of law. all interactions, with each other and all Complete all your training that is our key stakeholders (i.e. shareholders, provided by Cobham in a timely Report a violation or suspected employees, customers, suppliers, local manner. violation of this Code, and Cobham communities, government at all levels, policy, violation of law or other alleged Fully co-operate with any internal and the general public). misconduct, whether by employees, investigations or courts. Never discuss customers, contractors, partners or You cannot justify or be excused from Ethics must begin details of the internal investigation with the consequences of an action which “ suppliers. at the top of an institution. others without specific permission from is prohibited by Cobham because you the internal investigator or Corporate If you are ever unsure what to do, were ordered to perform the action It is a leadership issue and the Chief Executive must Legal. If requested by Cobham, you ask your Supervisor, Manager, Human by someone higher in authority. No are required to co-operate with an Resources or contact the Helpline for set the example. employee is ever authorised by Cobham ” investigation by a government agency. advice. Speak Out! to direct another employer to commit a Edward Hennessy, Former prohibited act. Chief Justice, Massachusetts Supreme Judicial Court

4 DOING WHAT’S RIGHT

You are responsible for your own actions. You must acquaint yourself with the legal standards and restrictions What is additionally expected of managers? applicable to your assigned duties and responsibilities, and conduct yourself “Leadership” – we embrace our vision Maintain a workplace free of Ensure any ethical issue raised directly accordingly. Remember that compliance and values, execute our strategy, lead harassment and discrimination. with you is treated confidentially and with the letter of the law is not enough by example and deliver on expectations: sensitively and dealt with appropriately, and that we must strive to act in Allow employees time to complete Lead by example, walk the walk, don’t including escalating it to the most accordance with its spirit too. assigned training. just talk the talk. Cultivate a workplace appropriate company resource. Ensure that any working relationship In a business situation, if you are ever environment that embraces our SPIRIT Allow employees time to co-operate does not create, or give the appearance unsure about what the right thing to do values. with internal investigations. is, don’t take immediate action, step back of favouritism and all actions are based Maintain a workplace environment that and consider these questions: strictly on job performance. encourages frank and open discussions. Is it Legal? Is it in line with our values and behaviours? Does it comply with our Code and What are the consequences of violating our Code? Corporate Framework policies and NO RETALIATION policy requirements? Failure to comply with any provision of this Code is a serious violation and may Cobham does not tolerate retaliation. What would my family, friends, result in disciplinary action, up to and Because Cobham wants employees manager, colleagues think about my including termination of employment. to “Speak Out” and to share or report decision? Such consequences may not only apply concerns or issues in good faith, we do Would you feel comfortable if you read to employees who commit misconduct, not tolerate any form of adverse action about your actions in a newspaper? but also to those who condone it or fail for speaking out. You do not have to be correct in raising a concern or issue, Integrity is doing the right If you hesitate when answering or your to report it. “ but you do have to believe what you’re thing, even when no one is answer to any of these questions is “no”, Cobham has a zero tolerance policy raising and the information you provide then don’t do it. If you still have doubts watching ” with regard to any retaliation against has to be complete, accurate and truthful then ask your Supervisor, Manager, any employee who reports a concern in to be raised in “good faith”. C.S. Lewis, Writer and Human Resources, or use the Helpline to good faith. Scholar ask your question or to raise an issue. This version of the Code replaces any previous versions issued and applies worldwide.

5 OUR VISION, VALUES AND BEHAVIOURS

Our vision is working together to be a leading Global Our SPIRIT values define our culture and demonstrate Technology and Services innovator, respected for providing the key principles to be promoted and fostered in solutions to the most challenging problems. everything we do.

Safety Performance Innovation Relationships Integrity Trust Provide a safe Consistently deliver Create an environment Develop trusted Act ethically in all that Be open, transparent, workplace for our and seek to exceed to encourage new interpersonal and we do, not only in we say what we’ll do people, ensure the expectations while ideas, regardless of customer relationships compliance with the and do what we say. safety of the products improving what we do where they come from by listening, laws and regulations and services we and how we do it. and have the courage appreciating diversity, that govern us, but provide and take care to try, fail, learn and striving to understand, also in the spirit of of the environment we then succeed. being inclusive and ethical behaviour and live in. delivering on our doing what is right. commitments.

The expected behaviours set out in the Code of teamwork, proactivity, inclusivity, customer focus, development, leadership, accountability and acting ethically at all times, underpin our SPIRIT values. 6 SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Safety – Provide a safe workplace for our people, ensure the safety of the products and services we provide and Workplace Violence / Weapons take care of the environment we live in. Any kind of hostile, violent, intimidating, You may not bring, possess or use any Cobham is committed to striving towards threatening or other aggressive conduct weapon, component of a weapon or Zero Harm i.e. continuously reducing in the workplace has no place in Cobham anything that resembles a weapon or that accidents, injuries, ill-health and the and will not be tolerated. This behaviour could be used as a weapon on company environmental impacts arising from could include pushing, hitting, or any property. You must report any instance of its operations, activities, products and type of potentially dangerous physical violence, hostile behaviour or possession services, wherever practicable. You have acts. of weapons immediately. In cases of a personal duty of care to yourself and imminent danger, you should contact the your fellow employees, the communities police first. in which you operate and to society in general to promote and foster a positive and proactive culture with respect to safety, health and environment and to actively work towards achieving Zero Harm. Drug Free / Alcohol Free Workplace With respect to the environment, You must not distribute, possess, sell, you should consult with your medical Free Workplace Act and applicable this means efficient use of energy, transfer, or use or be under the influence practitioners or pharmacists prescribing local laws. While marijuana has been raw materials and natural resources of, alcohol, illegal drugs or controlled medication, on the possible side effects legalised in certain US States and under throughout product design, operations, substances on Cobham property, relating to workplace safety. You must other initiatives, it is still illegal under supply chain management and logistics; on Cobham time, in connection with not drive a company vehicle whilst under US Federal law and does not change reduction in the type and use of Cobham business, or in a manner that the influence of alcohol. This will help Cobham’s prohibition on the distribution, hazardous substances; and protection of may affect performance of Cobham prevent accidents and injuries to staff possession, sales, transfer or use thereof. the Group’s operations and supply chain responsibilities. Alcohol, illegal drugs or and other persons, protect Cobham’s from the significant adverse effects of controlled substances have an adverse overall business performance and protect climate change such as storms, flooding, effect on performance, jeopardise the staff who drive company vehicles from wildfires and drought. safety of colleagues and constitute a risk convictions. All employees, facilities and operations to the business and interests of Cobham. Cobham, as a US Government must comply with all applicable safety, With regard to prescribed medication, contractor, must comply with the Drug health and environmental (SHE) laws, rules and regulations as a minimum and report any accident, injuries, ill-health and environmental incidents or concerns. Q: Will I be penalised if I stop work because I have a safety, health or environment concern raised in good faith? A: No. Cobham is committed to providing a safe working environment therefore you should report the issue immediately to your Supervisor or Manager.

7 CONDUCTING BUSINESS GLOBALLY

Fair Dealing Anti-Competitive Behaviour Cobham competes in the marketplace on the basis of its products, technology, quality, service, price and similar competitive factors. Cobham does not seek to gain Cobham is committed to open and fair any improper advantage through the use of manipulation, concealment, dishonesty, competition and complying with all competition abuse of privileged information, misrepresentation of facts, or any other unfair and anti-trust laws applicable in the countries dealing practice. where it operates. Anti-trust, trade and competition laws prohibit agreements and You are required to deal fairly with each other as well as with Cobham’s customers, practices that are anti-competitive and suppliers and competitors. Stealing or illegally appropriating proprietary information, disclosing proprietary information without authorisation, possessing trade secret undermine fair competition. information improperly obtained, inducing such disclosures from past or present You must not make any formal or informal employees of other companies or taking such information from prior places of agreements or conduct any formal or informal employment is prohibited. discussions with competitors regarding prices Cobham employees will not accept any unauthorised bid, proposal or source or pricing policies, allocating customers, selection material and will not accept, receive or use any information to which supplier or customer selection or classifications, Cobham has no right to use. or allocating markets or territories in which Neither Cobham nor any employee will make any payment for the benefit of any competitive products are sold or in which there supplier, customer, or other person for the purpose of inducing that person to act are customer or supplier boycotts, or where against the interest of their employer. competitors are excluded from the marketplace or trade is unfairly restricted.

Corporate Opportunities

If you learn of a business or investment opportunity through the use of corporate property or information from a competitor or actual or potential customer, client, supplier, or business associate of Cobham, you may not participate in the opportunity or make the investment without the prior written approval of your Sector President or Corporate Functional equivalent. You may not use any corporate property or information for improper personal gain.

8 CONDUCTING BUSINESS GLOBALLY

Global Trade Compliance Trade Associations and Controls A trade association is an organisation founded and funded by businesses that operate in a specific industry. A trade association can benefit competition in several ways. However, As a global company, Cobham serves the needs of our customers worldwide through trade associations pose certain risks because their membership is often made up of the delivery of products and services. All import, export and re-export activities and/or competing firms. transactions shall be conducted in full compliance with all applicable import and export You must take care that contact with competitors does not create a basis for creating an control laws, regulations, sanctions, embargoes and policies. This includes recognising unlawful agreement or result in illegal information exchange. If you want to join a trade potentially illegal boycott requests under all applicable laws. association make sure you understand its purpose, the number of members, when it was An “export” can occur when a product, service, technology, or piece of information formed and if there is a lawyer on its staff. is shipped to a person in another country or to a foreign person either in the country You should not join any trade association that intends to discuss pricing, competition, or or abroad. customers, or which restricts its membership to only certain industry members. If you transport and/or use goods and technology subject to export or import Discuss your participation with your Supervisor, Manager or Corporate Legal Function controls, you must understand and follow the relevant laws, regulations and policies. and gain approval before discussing with your relevant contracts and commercial Consequences for violating trade controls are severe for the company and the individuals support person. involved. If you have any queries, ask your Supervisor or Manager or contact Cobham Global Trade Compliance group.

9 CONDUCTING BUSINESS GLOBALLY

Confidentiality and Intellectual Document Retention Property We deal with large quantities of documents and records. It is important that you know how long these should be retained and how to properly dispose them. You should Information of all types and in all forms is used by employees in their daily work, this understand and follow the Document Retention Policy. includes information about Cobham’s customers and other third party confidential, proprietary information, processes, or Intellectual Property, personal information or personal data, export controlled information and classified information. All such information must be Accuracy of Records handled, stored and protected pursuant to contractual, legal or other requirements and not All books, records, accounts, and financial statements must fully, fairly, accurately and in a accessed or disclosed without requisite business purposes or authority. Intellectual Property timely manner, reflect the nature of the transactions recorded and must conform both to includes, but is not limited to, trademarks, copyright, patents, inventions, know-how, design, applicable legal and accepted accounting principles and to Cobham’s system of internal mask works, and trade secrets. Cobham’s success is dependent on such information and it controls. You are required to keep accurate records of your time. must be preserved and protected against disclosure, whether intentional or unintentional. With the wide use of computers and telecommunications, the protection of information in Financial transactions must be lawful, made for the purposes stated and authorised by electronic format is of particular concern. Cobham. The following must all be protected: Forging or altering documents belonging to Cobham is an act of fraud and strictly forbidden. Confidential information assets, proprietary information, Cobham Intellectual Property and any data or information whose destruction or disclosure outside Cobham could result in any Recording Labour and Other Costs of the following: financial loss, loss of competitive position, degraded business operation, Accurate cost data is essential to any business. It is especially essential to Cobham as violation of a confidentiality agreement with another party or its use for personal gain. many of our US contracts are based on cost and pricing data. For our labour costs to be accurate, we must submit our labour on a timely basis, and only charge activities we have been assigned and authorised to work on. For other costs such as travel, other direct Classified and National costs, subcontracts, etc., we must capture the costs accurately, properly documenting the charge to a contract number, indirect number, or other cost objective. Some contracts Security Information may be unallowable or contract non-reimbursable for US Government contracts, and these costs must be properly captured and excluded from cost claims. You must take all necessary steps Delivering Accurate Cost and Pricing Data to protect any such information. Our customers expect great products at fair and reasonable prices. If you are involved It is never appropriate to disclose with the negotiation of US Government procurement that requires cost or pricing data, such information to another you will need to make sure the cost or pricing data is current, complete and accurate. person, without explicit approval Cost and pricing data are all facts that a prudent buyer and seller would reasonably from the appropriate body. expect to significantly affect negotiations. Examples of data include, vendor quotations, non-recurring costs, production methods, business projections, operational costs, unit- cost, make or buy decisions, and any management decision that could have a significant bearing on cost or cost allocations.

10 CONDUCTING BUSINESS GLOBALLY

Accuracy of Money Laundering Records (cont) Money Laundering is the process by which individuals or entities Disclosure move criminal funds through the financials of an organisation in order to hide traces of the criminal origin of such funds. Cobham As a US Government contractor, Cobham is committed to fighting money laundering. You may not be in a and individuals who have primary position to violate money laundering laws, but you need to be on supervisory or management responsibility the lookout for irregularities in the way payments are made. If you within a business may have an obligation see any of the following, report the matter to Corporate Finance: to report potential violations of certain US criminal or civil laws or overpayments Payments made in currencies other than those on the invoice by the US Government. These violations Payments made or received which are unrelated to the may relate to procurement and contract transactions fraud, bribery/kickbacks, gratuities, false statements or claims to the government, Attempts to make payments in cash contract, human trafficking, and Requests for payments to be made through multiple forms counterfeit parts. If you believe there of payments is a violation or potential violations or have questions of the applicability of Requests to make an overpayment these obligations on you, please contact Corporate Legal. Pressure to Meet Cobham Assets You have a duty to Cobham and its customers to use assets and equipment of any nature. Use of Cobham or customer facilities, the Numbers facilities only for their intended purposes. You are expected to property or funds for anything other than Cobham official business Never let pressure to “meet the numbers” take reasonable care in the use, maintenance and security of is prohibited unless permitted in Cobham policies or procedures or compromise your integrity, or the safety, Company owned or leased property. In addition, you must not approval is given by prior written authorisation from the General health and environmental impact on wilfully interfere with or misuse any machinery or other office Manager of the Business Unit managing the relevant facilities. employees, products, services and the community. Q: My Manager has told me to close a works order so we can invoice the customer to record revenue in order to meet our financial targets. My Manager said I can just finish off the work afterwards so it will be fine. I’m uncomfortable doing this, is my Manager right? A: No. You need to explain to your Manager that this is not acceptable. This would lead to inappropriate recording of revenue which is company fraud and must not be done in any circumstances.

11 BUSINESS RELATIONSHIPS

Human Rights Discrimination / Anti-Slavery / Human Harassment-Free Trafficking Workplace

Cobham supports the principles contained in the Universal Any kind of discrimination or harassment by or Declaration of Human Rights and seeks to reflect these against colleagues, customers or suppliers has in the context of its business activities wherever possible, no place at Cobham and will not be tolerated. bearing in mind the Declaration is aimed at nation states Discrimination may be related to gender, identity rather than businesses. or expression, race, colour, sex, ethnicity, sexual Cobham respects the human rights of its employees as set orientation, physical or mental disability, age, out in the International Labour Organization Declaration on pregnancy, religion, veteran status, national origin Fundamental Principles and Rights at Work. This includes: or any other legally protected status. Harassment paying at least a statutory minimum wage; freedom of is directed at an individual and can be sexual association; non-discrimination; the elimination of slavery or non-sexual in nature. It can take the form of such as forced, compulsory, bonded and child labour; and demeaning, insulting or derogatory comments, the elimination of human trafficking and discrimination and slurs or innuendos, or intimidating behaviour. Sexual harassment in employment and occupation. harassment may include inappropriate comments about appearance, inappropriate sexual jokes, There are millions of people trapped in some form of sexually suggestive comments, requests for sexual slavery, whether they are forced to labour against their favours, pornographic pictures or unwanted sexual will with no means of escape or are forced to endure advances, favours or demands. physical punishment. Cobham opposes modern slavery and human trafficking in all its forms and seeks to identify and eradicate its occurrence within our own operations and within our supply chain wherever possible through a due diligence process. We also expect our suppliers to work likewise, towards implementing operations and supply chains that are free from modern slavery and human trafficking. Q: I’m friends with a man who I work with. Sometimes we share jokes in my office that might be considered There are many indicators of these practices to look out for offensive to others but we are careful to shut the door so no-one hears. We also forward each other within the business environment and you should be vigilant funny jokes via email. Could this be considered inappropriate behaviour, even though it’s between two at all times and learn to recognise victims so you can report friends and not shared with anyone who would be offended? any instances found. A: Whilst Cobham does not attempt to regulate employees’ private behaviour, the situation you describe Cobham seeks to demonstrate respect for basic human takes place on company property, in company time and using company assets. This behaviour therefore rights through the principles and policies contained in this does not fit into our workplace, even in the privacy of an office. Code, the Corporate Framework and the Cobham policies.

12 BUSINESS RELATIONSHIPS

Teamwork Social Media Diversity and Privacy and “Teamwork” is when we work as a team Cobham provide most employees with Inclusion Personal to win, by listening to others and valuing access to the internet on work computers. everyone’s contribution. You must be careful to protect our reputation and business information Information Cobham encourages team building and by not posting any comments or positive interaction between employees. Cobham respects employee privacy While it is understood that many long- documents on any social media sites that and therefore will collect, use and retain term relationships are formed at work, are confidential or could be attributed information only where there is a valid Cobham must be careful to avoid the to our company. You should never use business or employment reason. Internal perception of an improper relationship company time, property or networks disclosure is therefore limited and all between management and anyone in for social media communications. If you personal data is protected against their reporting chain, particularly where choose to do so outside of your work unauthorised or accidental disclosure, work assignments, career advancement environment, always ensure that your modification or destruction. or compensation can be directly or communications do not violate the law, indirectly influenced. An improper disparage or insult Cobham, customers, relationship could arise due to personal or suppliers or competitors. If speaking family relationships. You must never have about your professional life, clearly any direct management authority over a state that these are your personal views Cobham recruits, employs, trains, family member or someone with whom and not necessarily the views of the promotes and compensates individuals you have a close personal relationship. company. Always safeguard your personal based on merit, job related qualifications, information. requirements of the job and requirements of the organisation. Diversity and inclusion are embedded in our values and our expected behaviours. Cobham is committed to providing employees with equal opportunities in all aspects of employment. Cobham values the differences among its employees. A work environment which values Third Parties Should such a relationship develop, the individual differences and encourages Supervisor or Manager in charge of the full contribution of every employee, We understand our customers’ needs, the business or function affected must strengthens Cobham. deliver on customer commitments and consider the potential perception of strive to exceed them every day and coercion, favouritism, or other conflict of we stay committed to remaining interest and discuss appropriate actions “customer focussed”. with the relevant individual’s Supervisor or Manager and Human Resources and retain a written record of the discussion.

13 BUSINESS RELATIONSHIPS

Gifts, Entertainment, Hospitality and Q: I’m aware that my boss has given a gift that I think is inappropriate. If I report it, won’t they get the report, cover it up anyway and retaliate against Other Courtesies me for raising it? A: Any concern submitted via the Helpline has a specific distribution which The exchange of gifts and entertainment can promote successful working relationships is designed so that implicated parties are not notified or granted access and goodwill. However, there is also the risk that a gift, entertainment or hospitality may to reports in which they have been named, regardless of the individual’s be deemed to be an attempt to improperly influence a business decision, which not only position in the company. This allows reports to be independently harms Cobham’s reputation but may result in civil and criminal penalties. Regardless investigated at all times. Cobham has a zero tolerance against retaliation, so of value, even the appearance of influence must always be considered before giving or if your boss did retaliate against you, you must raise it as a separate issue receiving a business courtesy. which will be dealt with accordingly. You must therefore carefully consider whether to give or accept gifts, entertainment or hospitality before you do so. In order to decide if a gift, entertainment or hospitality is acceptable, employees must consider whether it is legal, appropriate and proportionate and otherwise in accordance with Cobham’s Gifts & Hospitality Policy. Working with Government Officials

Governments in some parts of the world have more stringent requirements with regard to gifts, entertainment and hospitality offered to officials. Breaches to these laws and regulations can be serious offences. If dealing with government officials, make sure you understand any rules and regulations that apply to the country you are dealing with and if in any doubt seek advice from Corporate Legal. With regard to state and other similar delegations, it is acceptable to demonstrate and explain Cobham’s products and to make them feel welcome. However, because some countries have very strict restrictions on hosting State Trade delegations you should take specific legal advice to check what you are planning is acceptable, there should be no attempt to seek improper advantage to decisions by doing so. If you are asked to provide information in connection with a government or regulatory agency investigation, you must ensure any information provided is accurate and true. Always seek advice from Corporate Legal before responding to any such requests.

14 BUSINESS RELATIONSHIPS

Representatives and Intermediaries Working with Communities

Cobham’s representatives, including We want to generate positive relationships in agents, advisors, consultants, dealers, our local communities and in our end resellers and distributors can make user markets. As such we want to Cobham liable for their improper actions minimise disruption to our neighbours, and decisions. Therefore they should be provide an effective complaints chosen and monitored carefully. mechanism, ensure full and fair opportunity is given to local All such representatives are companies and local people to required to comply with engage with us at the most applicable laws and regulations, appropriate level and applicable Cobham policies and contribute to our communities this Code. All intermediaries in an appropriate way. must first be approved appropriately. We wish to minimise any social and environmental impacts For further information and risks associated with our regarding this, please consult products and services throughout the Intermediary Engagement their lifecycle and to enhance Policy. their social and environmental benefits.

15 BUSINESS RELATIONSHIPS

Bribery/ Facilitation Charitable Gifts Corruption Payments and Donations and Improper Facilitation payments are unofficial payments Charitable gifts and donations cannot to a government official to expedite or be made using Cobham funds except secure the performance of a routine action, in compliance with the Community Payments which has already been paid for or to which Involvement Policy. one is already legally entitled. Cobham has a zero tolerance towards Cobham does not seek to discourage any form of bribery or corruption. you from supporting bona fide charitable The offer of, the promise of, the payment organisations through your own of, to solicit, to request, agree to receive fundraising or individual effort outside or agree to accept, a bribe or kickback and unconnected to your employment. or other prohibited payment or activity, whether in cash or any other form of inducement (e.g. gifts, entertainment Political or hospitality) is strictly prohibited. This prohibition applies to dealings with Contributions private individuals, foreign public officials or government officials, in order to Contribution of Cobham funds or the obtain or retain business or to influence use of Cobham assets or facilities for the those individuals or foreign public or benefit of political parties or candidates government officials to act improperly in Examples include obtaining licences or anywhere in the world is prohibited. their duties or favourably toward Cobham. other documents to do business in a You are entitled to make a personal foreign country, process visas or obtain donation and this, for the avoidance of customs clearance. doubt, includes making contributions to the Cobham Political Action Committee You must not make facilitation payments (PAC) in the US, Cobham will not of any kind or allow others to make them reimburse you for any such contribution. on behalf of Cobham.

Q: A potential supplier has offered me a site tour to demonstrate technology that we may want to use on a project? Is this a problem? A: Probably not, as long as your trip has a legitimate business purpose and that you – and not your prospective supplier - pay your travel and related costs. You should also be aware of bribery risks associated with the visit. You should therefore comply with our Gifts and Hospitality Policy to avoid receiving or being seen to receive inappropriate gifts or hospitality.

16 BUSINESS RELATIONSHIPS

Inside Information Conflicts of Interest

You are prohibited from using or providing to any person, Cobham understands and respects its employees’ right Using confidential Cobham information or improperly inside information to buy or sell Cobham shares, or those to engage in activities outside of their jobs. However, you using Cobham property, information, or opportunities of any other publicly traded company doing business must avoid any investment, interest or association that for personal benefit or the benefit of others with Cobham. interferes, may interfere or creates the appearance of interfering with the judgement you exercise on behalf of Outside work that interferes with an employee’s Cobham or the performance of your responsibilities in the performance at Cobham or diverts business away from best interests of Cobham. You must avoid any scenario Cobham where your personal interests conflict with, or appear to Financial investments that may reasonably be conflict with, those of Cobham. considered to lessen an employee’s impartiality Examples (non-exhaustive) of potential conflicts of You must provide written disclosure of any actual or interest include: potential conflict of interest to your Supervisor or Manager, even if the conflict of interest is realised after Doing business with a company managed by a close friend or family member the situation has arisen. If you consider undertaking an activity, including an investment, that may create an Paying a supplier more than contractually agreed for actual, apparent or potential conflict of interest, you must the goods or services seek written approval from your Supervisor or Manager or Working as a consultant to a supplier, customer or Human Resources immediately. competitor

Inside information is precise information which relates to particular securities or an issuer of securities that has not been disclosed to the public and which would, if it were made public, be likely to have a significant effect on the price of any securities. Not only is it a breach of the Dealing Policy, but it is also a criminal offence to deal in securities while in possession of inside information, to encourage others to do so, or to disclose such information to others.

17 GETTING HELP

We trust that our employees want to do the right thing. However, Special Security you may face a situation when you are unsure of what to do or Agreement (SSA) need additional guidance or you witness something that you think If you are in a company operating under a special security is not right. If you do, always agreement (SSA) and wish to raise a concern about a matter ask your Supervisor, Manager or which involves classified information, do not include the classified Human Resources for help. If you material in your initial report. Contact your Facility Security are uncomfortable doing that, use Officer in the first instance to determine if there would be a the Helpline to ask your question disclosure or not. or to raise an issue. If you believe you need to include “technical data” in a report, this may require an export licence from the government. If you are unsure whether the information in your report requires an export licence, contact the Global Trade Compliance Group. Reporting a Concern - Speak Out! French Law Consideration. If you are in a company in France, under French law only certain Cobham has high ethical standards for conducting our business. matters may be reported via the Helpline and these are clearly If you believe someone has violated our standards, we want you described in the Helpline system. Broadly these are reports to tell us so that we can look into the matter and correct any of bribery or corruption, financial transgressions, audit and problems. accounting concerns and questions about banking practice. We believe that our employees are our most important asset. By creating open channels of communication, we can promote a positive work environment. Cobham’s Helpline is available 24/7 and reports can be made online or by telephone in a number of different languages. The Helpline is hosted by a third party who answers calls made to the Helpline. Caller ID is never used and no effort will be made to trace your call. You may report anonymously, where local law permits, but you are asked to bear in mind that the more information provided, the easier it is for us to investigate and respond. Cobham has a zero tolerance towards retaliation, so you can raise your concern with no fear of retribution.

18 Q: I’m not sure if what I’ve observed GETTING HELP or heard is a violation of company policy, or involves unethical conduct, but it doesn’t look right to me. What should I do? A: You can ask for advice from your supervisor or manager. If you are not comfortable doing that, either What happens when I contact file a report or “Ask a Question” through the Helpline. We’d the Helpline? rather you report a situation that turns out to be harmless than let possible unethical behaviour go Reports are entered directly on a secure server. The reports are only available to unchecked because you weren’t specific individuals within the company who are charged with evaluating the report. sure and didn’t report it. This process is overseen by individuals who are appointed to review ethics cases and by the committee with appropriate responsibility. Cobham is committed to maintaining confidentiality to the maximum extent possible.

What happens next?

A thorough investigation will be conducted. In some instances this can take some time to complete due to the complexity of some concerns. You will be kept informed of progress during this period. To facilitate the thoroughness of the investigation, you may also be requested to provide clarification of your concern and/or to answer questions that may arise during the course of the investigation. You will be required to co-operate with the investigation underlying your concern. You are encouraged to check the status of the concern you have raised or the inquiry you have made via the system. This is especially important if you have submitted a concern or inquiry anonymously as the only way to contact you will be via the system.

19 HELPLINE

Visit: www.cobham.ethicspoint.com or call International Toll-Free numbers Australia 1-800-339276 Canada 1-877-571-5226 Denmark 80-882809 Finland 0800-1-14945 France 0800-902500 Germany 0800-1016582 India 000-800-100-1071 Malaysia 1-800-80-0011 Mexico 1-8008407907 Netherlands 0800-0226174 South Africa 080-09-92604 Sweden 020-799-111 United Kingdom 0800 032 8483 United States 1-877-571-5226

“ When in doubt tell the truth ”

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