Public Code of Conduct

1. Purpose and Commitment

HeadSpin is committed to conducting business honestly, ethically, fairly and with integrity wherever it operates. The Code of Conduct establishes the principles and minimum standards of behaviour expected when working for, representing, or acting on behalf of HeadSpin.

This Code is intended to provide a clear framework for ethical decision-making. It does not attempt to address every possible situation. Employees and other covered persons are expected to use sound judgment, comply with applicable law and Company policies, and seek guidance when uncertain.

2. Scope and Applicability

This Code applies to all individuals working for or representing HeadSpin, to the extent applicable to their relationship with the Company, including directors, officers, employees, temporary and fixed-term workers, interns, trainees, consultants, contractors, agency personnel and other persons acting on behalf of HeadSpin.

HeadSpin's Anti-Bribery and Anti-Corruption Policy expressly extends to directors, senior managers, officers, employees, consultants, contractors, trainees, interns, seconded staff, agency staff, agents and other persons associated with or acting on behalf of the Company.

Business partners, suppliers and other third parties may also be required to comply with contractual requirements and applicable HeadSpin standards when performing services for or on behalf of HeadSpin.

3. Our Values and Expected Behaviours

• Act with integrity and honesty, even when no one is watching.
• Be transparent, accurate and accountable in business communications and records.
• Treat colleagues, customers, suppliers and other stakeholders with dignity and respect.
• Protect confidential information and use Company and customer information only for legitimate business purposes.
• Put customer interests and service quality at the centre of responsible business decisions.
• Take ownership of commitments and raise concerns promptly when something appears wrong.
• Support collaboration, inclusion, innovation and constructive challenge.
• Follow Company policies, security requirements and lawful management instructions.

4. Compliance with Laws and Regulations

HeadSpin expects all covered persons to comply with applicable laws and regulations in the jurisdictions in which they operate. Where local law imposes a stricter requirement than a Company policy, the stricter legal requirement must be followed.

The Anti-Bribery and Anti-Corruption Policy states that HeadSpin complies with applicable anti-bribery laws across jurisdictions, including, where applicable, the U.S. Foreign Corrupt Practices Act, UK Bribery Act and India's Prevention of Corruption Act.

Nothing in this Code is intended to prevent a person from exercising any right protected by applicable law.

5. Ethical and Responsible Business Conduct

We conduct business in a manner that supports honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. Employees must not knowingly misrepresent HeadSpin, its products or services, or its business activities.

Employees must not speak on behalf of HeadSpin unless authorised to do so. Confidential and commercially sensitive information must be handled discreetly and shared only with persons who have a legitimate need to know.

• Do not falsify, conceal or manipulate business information.
• Do not misuse Company position, authority, information or assets for personal gain.
• Do not engage in conduct that is dishonest, fraudulent, abusive, threatening or unlawful.
• Cooperate honestly with legitimate audits, reviews and investigations.

6. Anti-Bribery and Anti-Corruption

HeadSpin does not tolerate bribery or corruption in any form. No covered person may directly or indirectly offer, promise, give, request, authorise or accept an improper payment or other undue advantage.

The Company policy defines bribery broadly to include cash or payments and anything of value such as inappropriate gifts, hospitality, entertainment, inside information, employment opportunities for relatives, travel expenses or other significant favours. The prohibition applies to benefits provided directly or through an intermediary and to both public officials and private individuals.

Facilitation payments and other improper inducements are prohibited except where a person is faced with an immediate threat to life or safety; any such exceptional payment must be reported promptly to Compliance and documented in accordance with applicable law and Company procedure.

• Never use a third party, consultant, agent or intermediary to do something that HeadSpin personnel could not lawfully or ethically do themselves.
• Be alert to sham consulting arrangements, unusually high commissions, unusual payment structures, offshore or multiple-account payment requests, unexplained success guarantees, and counterparties unwilling to accept appropriate compliance provisions.
• Maintain accurate records of business transactions and approvals.
• Raise concerns promptly through the reporting channels.

7. Conflicts of Interest and Outside Interests

Employees must avoid actual, potential or perceived conflicts between their personal interests and HeadSpin's interests. A conflict may arise through relationships or activities involving competitors, customers, suppliers, distributors, contractors, family members or outside employment.

• Disclose conflicts or potential conflicts promptly to your Manager, People Operations, Compliance or another designated channel.
• Do not participate in a business decision where you have an undisclosed personal interest.
• Do not use Company opportunities, information or relationships for personal benefit without appropriate approval.
• Outside employment must not create a conflict of interest or interfere with duties, performance, availability or working obligations.

8. Gifts, Hospitality, Entertainment and Business Courtesies

Business courtesies must never be used to improperly influence a business decision or create an obligation. Gifts, hospitality, travel, entertainment or other benefits must be lawful, reasonable, transparent, business-related and consistent with HeadSpin policies and applicable approval requirements.

Any gift or gratuity that could reasonably appear to influence a business decision must be declined or reported through the appropriate channel. Acceptance of gifts or gratuities to be reported to a supervisor or manager.

• Never offer or accept cash or cash equivalents as a business courtesy.
• Do not offer anything of value to obtain preferential treatment, confidential information, employment decisions or business advantage.
• Apply heightened caution where a government or public-sector official is involved.
• Keep appropriate records and obtain required approvals before providing or accepting material business hospitality.

9. Fair Dealing and Responsible Competition

HeadSpin expects employees to deal fairly with customers, suppliers, competitors and other business partners. Business decisions must be based on legitimate commercial considerations and must not involve deception, misrepresentation or improper inducements.

Employees must not make knowingly false statements about competitors or their products and must respect applicable competition and antitrust laws. Questions concerning competition-sensitive conduct should be referred to Legal/Compliance.

10. Accurate Books, Records and Financial Integrity

HeadSpin expects all business, client, personnel, payroll, time, and expense records to be accurate, complete, and maintained appropriately. Falsification, alteration, or misrepresentation of Company records is prohibited.

• Record transactions in the correct period and account.
• Do not create false invoices, expense claims, approvals or supporting documents.
• Do not approve a transaction without appropriate authority and supporting evidence.
• Promptly report suspected financial irregularities or record falsification.

11. Confidentiality, Information Security and Privacy

HeadSpin employees are required to protect Company trade secrets, proprietary information and confidential commercially sensitive information. Access should be limited to a legitimate need-to-know basis, and information must not be used for personal benefit or disclosed without appropriate authorisation.

Customer confidential data must be accessed only as necessary to perform job duties and protected using appropriate security safeguards. These safeguards may include encryption, network segmentation, two-factor authentication, physical security controls, and other measures appropriate to the nature and sensitivity of the information.

• Protect credentials, access tokens, passwords and Company devices.
• Do not access information without authorisation or a business need.
• Do not disclose customer, employee, supplier or Company confidential information to unauthorised persons.
• Follow applicable privacy, data protection, information security and records-management requirements.
• Report suspected data loss, unauthorised access or security incidents promptly.

12. Intellectual Property and Company Assets

Company assets, systems, facilities, information, funds, and intellectual property must be used responsibly and only for authorized business purposes. Covered persons are expected to protect Company and customer property from theft, misuse, loss, unauthorized access, or unauthorized disclosure.

Theft, misappropriation, or unauthorized possession or use of Company, customer, or employee property, records, or funds is prohibited. Confidential information and trade secrets must not be disclosed or used without proper authorization.

Intellectual property created in the course of work or engagement with HeadSpin may belong to HeadSpin, subject to applicable law and the terms governing the individual's employment, contract, or other engagement.

• Use Company equipment and systems only as authorised.
• Respect third-party copyrights, trademarks, licences and other intellectual-property rights.
• Return Company property when requested or upon separation, subject to applicable arrangements and law.
• Do not remove, copy or retain Company or customer information without authorisation.

13. Equal Opportunity, Anti-Harassment and Non-Retaliation

HeadSpin is committed to maintaining a workplace that is free from unlawful discrimination, harassment, and retaliation. We expect all employees and other persons acting on behalf of HeadSpin to treat others with dignity, respect, and professionalism.

Harassment may include disrespectful or unprofessional conduct, abusive or disparaging language, hostile or intimidating behavior, inappropriate written or visual material, or other conduct prohibited by applicable law. Sexual harassment includes unwelcome sexual or sex-based conduct, including unwelcome advances, requests for sexual favors, comments, or physical conduct.

HeadSpin does not tolerate retaliation against anyone who raises a concern in good faith, reports a suspected violation, or participates in an investigation. Concerns will be handled appropriately and in accordance with applicable laws and Company procedures.

• Treat colleagues and business partners with dignity and respect.
• Do not discriminate or harass others on a protected basis under applicable law.
• Do not engage in threats, intimidation, bullying or abusive workplace conduct.
• Raise concerns promptly through the available reporting channels.
• Respect applicable rights relating to lawful employee communications and protected activities.

14. Health, Safety and Workplace Conduct

Everyone working with or representing HeadSpin has a responsibility to help maintain a safe and healthy working environment. Covered persons are expected to follow applicable health and safety requirements, report workplace hazards promptly, and report work-related injuries or illnesses as soon as reasonably possible.

HeadSpin does not tolerate workplace violence, threats, intimidation, harassment, or disruptive behavior. These standards apply to employees and, where applicable, contractors, consultants, customers, visitors, and other persons interacting with HeadSpin.

• Report safety hazards, incidents and threats promptly.
• Do not threaten, intimidate, assault or physically harm another person.
• Do not possess prohibited or unauthorised weapons on Company premises or while conducting Company business, subject to applicable law.
• Follow site-security, access-control and emergency procedures.

15. Information Technology, Communications and Social Media

HeadSpin information technology, communication systems, and digital resources must be used responsibly, securely, and in accordance with applicable Company requirements. Covered persons must protect confidential information and avoid unauthorized access, disclosure, or misuse of Company or customer systems and information.

When using social media or other public platforms, covered persons must protect HeadSpin's trade secrets, intellectual property, and confidential information; respect copyright and other third-party rights; and avoid unlawful harassment, discrimination, or other inappropriate conduct. Personal views must not be represented as official statements or positions of HeadSpin.

• Do not represent yourself as an authorised Company spokesperson unless authorised.
• Do not publish confidential or proprietary Company or customer information.
• Do not use Company systems to facilitate unlawful, fraudulent, harassing or abusive conduct.
• Follow applicable security controls when working remotely or using personal devices.
• Refer media requests for official Company statements to the authorised function.

16. Human Rights, Fair Employment and Responsible Supply Chain

HeadSpin expects its business activities to be conducted with respect for fundamental human rights and applicable labour standards. The Company should seek to identify and address material risks associated with its own operations and, where relevant and proportionate, its business partners and supply chain.

Employees and business partners should not engage in forced labour, child labour, human trafficking, slavery or other unlawful exploitation. Employment practices should respect applicable laws relating to wages, working hours, freedom of association, non-discrimination and workplace safety.

Supplier and third-party relationships should be managed through appropriate due diligence, contractual controls and risk-based monitoring where applicable.

17. Speak-Up and Non-Retaliation

HeadSpin encourages employees and other covered persons to raise concerns at the earliest appropriate stage. Concerns may relate to suspected misconduct, legal or regulatory violations, bribery or corruption, conflicts of interest, harassment, discrimination, safety issues, fraud, security incidents, confidentiality breaches, or other violations of this Code or Company policies.

HeadSpin prohibits retaliation against anyone who raises a concern or reports a suspected violation in good faith or participates in an investigation. Concerns will be handled appropriately and, where applicable, in accordance with relevant laws and Company procedures.

The ABAC Policy similarly encourages early reporting of suspected bribery, malpractice, corrupt practices or policy/law violations and provides that persons reporting in good faith should not suffer harassment, retaliation or adverse employment consequences.

Report concerns honestly and in good faith.

• Do not retaliate against a person who raises a concern or participates in an investigation.
• Do not knowingly make a false or malicious report.
• Preserve relevant documents and information when a concern or investigation arises.
• Use external reporting channels where required or permitted by applicable law.

18. Reporting and Investigation

Concerns may normally be raised with a Manager, People Operations, Compliance, Legal, or another designated reporting channel. Where a concern involves the normal reporting line, it should be raised through another appropriate channel.

Concerns and reported violations will be reviewed and investigated by appropriately designated persons and, where appropriate, independent investigators. Information will be handled confidentially to the extent reasonably possible and consistent with applicable law and the need to conduct a fair investigation.

Investigations may include reviewing relevant records, conducting interviews, and taking appropriate corrective action where necessary. Investigations will be conducted fairly, and individuals involved will have an appropriate opportunity to provide relevant information or respond to concerns.

All persons involved in an investigation are expected to cooperate honestly and preserve relevant information.

19. Violations and Corrective Action

Violations of this Code or applicable Company policies may result in appropriate corrective or disciplinary action, consistent with applicable law and the individual's employment or contractual terms. Depending on the circumstances, actions may include counselling, reprimand, restriction of access, suspension, transfer, demotion, termination, or other appropriate measures. Progressive discipline may be applied where appropriate but is not required in every circumstance.

Certain conduct may also result in civil or criminal liability under applicable law. Individuals may be personally accountable for unlawful conduct.

20. Communication, Awareness and Policy Governance

HeadSpin communicates this Code of Conduct and related policies to relevant employees and stakeholders to promote awareness of the Company's expectations and standards. Additional communication or guidance may be provided where appropriate based on role, responsibilities, applicable requirements, or identified risks.

The Code and related policies may be reviewed and updated periodically to reflect material changes in applicable laws, business operations, organisational responsibilities, or Company requirements.

Material changes will be communicated to relevant stakeholders, as appropriate, in accordance with Company processes.

21. Approval and Document Control

• Document: HeadSpin Code of Conduct
• Effective Date: 1 October 2026
• Reviewed and Approved By: Diane Pezzuto, Global HR Head
• Review Status: Reviewed and approved
• Version: 1.0