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Corporate Integrity

MATRIX I.T. LTD.
 
CODE OF ETHICS
 
A word from the CEO
 
 
Dear Fellow Employees,
 
Matrix I.T. Ltd. and its subsidiaries (jointly, the "Company") is Israel's leading IT service company, and its thousands of employees provide services to hundreds of customers in Israel as well as abroad.
 
As the leader in its field, the Company aspires to maintain a fitting business culture among its employees, managers and officers as they perform their duties (the "Employees" or "Company Employees") and to implement the Company's core values as an inseparable part of its business operations.
 
The Company has therefore adopted a suite of guidelines for professional conduct, which will apply to all Company Employees, their essence being the realization of the Company's vision in such manner that all Employees will act fairly and ethically, in good faith, with responsibility, caution and expertise when performing actions in the Company's name, since the manner in which the Company provides services to its customers is no less important than the services themselves. The standard, method and manner in which we provide our services are what differentiates and distinguishes the Company from the competition and are what makes it the leader in its field.
 
The rules of conduct that form the Company's core values have been crystallized in the Code of Ethics presented in this paper. The Code of Ethics defines the standards which, from the Company's perspective, are designed to create and maintain a moral organizational culture which will preserve the bond between our Employees and will establish a relationship of trust, reliability and integrity between the Company and its shareholders, customers, suppliers, and all those who come into contact with us. The Company has policy papers and other procedures in place that complete the Code of Ethics, and each of our Employees bears the obligation of reading and applying them in the course of performing his duties in the Company.
 
I consider it most important that each of you will read the Code of Ethics and will act as its provisions direct. Obviously, the Code of Ethics does not describe all of the issues and dilemmas you may face in the course of the Company's business and you must therefore use the Code of Ethics as a moral compass, while applying your own judgment. I believe that together, we can work to make the Company's vision a reality, as it is expressed in this Code of Ethics.
 
Moti Gutman
CEO

Compliance with the provisions of the law
 
Company Employees are obligated to comply with all laws that apply to them and/or to the Company and to refrain from any and all illegal activities. This obligation includes the requirement to comply with all laws pertaining to tender proceedings and all antitrust laws, as set forth in the Company's Enforcement Plan and in the Antitrust Procedure. All Employees must recognize that their illegal conduct in connection with the Company is occasionally also liable to impose liability on the Company itself or on other Company Employees.
 
Prevention of conflict of interest
 
Company Employees shall make decisions that are in the Company's best interests and shall avoid situations in which they may have a conflict of interest. Conflict of interest means preferring the personal interests of the Employee or his relative (including social and economic interests) over the interests of the Company.
 
Any and all Company Employees who are authorized to decide on an act or transaction by the Company, as a result of which they or a member of their family or other close associate shall profit or are likely to profit, directly or indirectly, shall refrain from exerting their influence or from making a decision on such act or transaction and shall present the issue for decision by their supervisor, describing the expected benefit. The supervisor shall direct the Employee on the proper course of action in consultation with the relevant parties in Company Management and the Legal Department.
 
Company Employees will refrain from private commercial relationships with business parties with which they are in contact in the framework of their work, with the exception of public service suppliers with which they engage for the receipt of a service for personal requirements (e.g. engaging with a cell-phone company).
 
Accuracy in reporting
 
Company Employees are obligated to meticulously observe reliable, accurate and full reporting in all aspects relating to their activities. In this context, Employees bear the obligation to report with complete transparency and to fully disclose any and all data required within the Company. We shall make sure that reports, whether they are economic, social or environmental, are accurate and orderly, and faithfully reflect the state of affairs within the Company.
 
Trust
 
The Company is committed to act with credibility toward its shareholders, customers, vendors, Employees, the public and all other parties with which it has commercial relations. Accordingly, Company Employees shall refrain from acts involving deceit or fraud and shall comply with all contractual, business and ethical obligations undertaken by the Company.
 
Company Employees are not authorized to undertake commitments in the Company's name or to make statements in its name, with the exception of certain Employees who have been granted certain powers and signing rights by the Board of Directors of the Company.
 
Prohibition against exploiting the Company's business opportunities and prohibition of competition
 
Company Employees shall refrain from any action which may compete with the business of the Company, and shall refrain from exploiting a business opportunity of the Company with the aim of deriving personal gain for themselves or for their family members or other associates, directly or indirectly. Employees who maintain business ties on the Company's behalf with various service providers that are engaged with the Company shall meticulously prefer the Company's interests over considerations involving their own personal interests or those of their family members or other associates.
 
Company Employees shall refrain from making use of their position in the Company to further their own private interests or those of their relatives or associates, and shall refrain from making use of the Company's name or of their position in the Company for any purpose whatsoever, unless they have received the Company's express consent thereto.
 
Prevention of bribery and corruption
 
The Company is committed to conducting its business in accordance with strict ethical principles and the absolute prevention of corruption and bribery. Corruption and bribery are contrary to the Company's core values, and non-compliance shall cause great damage to the Company's business. The Company applies a zero-tolerance policy against any and all Employees tainted with corruption and shall adopt all measures available to it against any Employee acting in contravention of these principles.
 
Accordingly, Company Employees and/or persons acting in the Company's name are prohibited from paying a bribe and/or promising anything of value with the intention of gaining a business or other advantage, and are prohibited from granting any benefits whatsoever to any party whatsoever, including private customers of the Company and customers who are public servants, directly or indirectly, with the aim of furthering transactions, winning tenders or obtaining any other advantage. Should the Company decide on giving token gifts (generally, in recognition of special events or holidays), these shall be given only by Employees who are authorized for this purpose, and they shall observe the Company's procedures and the provisions of the law in this respect. Sales promotion is a delicate and sensitive issue, and the Company shall take a grave view of any deviation from the Code of Ethics in this regard.
 
Further, Company Employees shall not accept benefits and/or gifts from business parties with which the Company is engaged, with the exception of customary token gifts of low financial value, which may be classified as public relations and/or sales promotion.
 
In all dealings with customers or other business parties, Company Employees are required to be alert to any conduct that may be indicative of a possible violation of the prevention of bribery and corruption provisions, and to immediately report the matter to the Code of Ethics Supervisor or the Company CLO.
 
Equal opportunities at work and prevention of discrimination and harassment
 
The Company is strongly committed to providing equal opportunity in all aspects of employment, and to the absolute prohibition of any discrimination or harassment of any kind whatsoever. All of the Company's decisions and actions are practical and made in the interests of its business, and do not take into account prohibited aspects such as gender, age, etc. The Company prohibits discrimination in the processes of selection, training and promotion in the workplace, and decisions relating to employment are based on the Company's business requirements, job requirements and qualifications, competencies and the Employees' areas of expertise.
 
Fair treatment at work and prevention of harassment
 
Company Employees who are in charge of other Employees shall not abuse their position in relation to their subordinates in any personal matter that is not work-related, and shall refrain from accepting any benefits from their subordinates. Company Employees shall not exploit their position in the Company to advance their own personal interests or those of any other party.
 
The Company operates in accordance with the Prevention of Sexual Harassment Law, 1998. All Company Employees are required to observe the Sexual Harassment Regulations adopted by the Company.
 
Abstention from political activity
 
The Company meticulously safeguards a workplace that is free of political and party aspects. Company Employees shall refrain from any kind of political engagement within the framework of the organization, in terms of the use of the organization's resources to further one candidate or another as well as from the aspect of promoting the involvement of Employees in regional and national votes and other such activities.
 
Confidentiality
 
Company Employees are obligated to protect the confidentiality of the Company's business and trade secrets and to apply precautionary measures to prevent their disclosure to others, both in and outside the Company. For clarity's sake, business secrets include, inter alia, information on customers and various parties with which the Company maintains contacts, Company documents, business plans and strategic plans. Company Employees shall also make sure not to provide information on the Company to the media and not to discuss the Company, its products, rivals or customers in any manner whatsoever, including in the social media, without having received advance approval from their supervisor. To the extent that there is a legal obligation to disclose such information, Company Employees are required to seek further instructions from their supervisor and, to the extent necessary and after having received their supervisor's approval, to disclose the information to the party so authorized by law, while maintaining in confidence that part of the information to which the disclosure obligation does not apply.
 
Confidentiality of customer information
 
Company Employees are obligated to protect the confidentiality of all information disclosed to them in the course of their work at a customer's premises. In this context, information to which an Employee has been exposed in the course of his work will not be shared, neither publicly nor with the customer's employees nor with other of the customer's consultants (other than with the customer's approval) and not within the Company. A Company Employee who is exposed to a customer's intra-organizational processes as well as to difficulties and challenges encountered by the customer, is bound by complete loyalty and is obligated to work in a manner that is consistent with the customer's procedures. In a case where the customer's interests are inconsistent with those of the Company, the Employee will present the issue to his supervisor, and if necessary, also to the Code of Ethics Supervisor.
 
Protection of the Company's property
 
Company Employees are obligated to safeguard Company property and to use it appropriately, exclusively for the purpose of the Company's business. Use of Company property for personal needs may be made only to the extent that it has expressly been permitted (e.g. use of Company vehicles). In any case, Employees are obligated to make fitting use of such property.
 
Transactions in the Company's securities using insider information 
Under the Securities Law, Employees are absolutely prohibited from trading in the Company's securities (such as buying and selling) using insider information, or transferring such information to a third party. Actions in violation of the above law and of this section constitute a criminal offense.
 
The Company's securities are traded on the stock exchange. In Fair Trading on a regulated stock exchange the only information available to the public is information that is disclosed by the Company by law.
 
Some Company Employees know, before the public, of various events occurring in the Company, in which respect the lawful date for publication has not yet arrived. Any Employee who is exposed to such information or who has received insider information on the subject is absolutely prohibited from trading in the Company's securities or from disclosing the information to any third party for as long as the information has not been made public.
 
In the framework of the internal enforcement program with respect to securities, the Company adopted a procedure for the prohibition of the use of insider information, and all Employees are required to be familiar with this procedure and to act in accordance with its provisions.
 
Employment of relatives
 
The Company is of the view that friends and relatives of Company Employees are a good source of potential candidates for employment by the Company, and the Company encourages Employees to refer them to the relevant parties in the Company. However, the Company shall not prefer relatives or friends over other candidates. Employees are required to display sensitivity and not to influence the recruitment process after the initial referral. A family member or friend may not be hired if his employment would create a direct or indirect supervisor/subordinate relationship between the Employee and his friend or relative.
 
Implementation of the Code of Ethics
 
Company Management has determined that the person responsible for the operation and implementation of the Code of Ethics in the Company is the Vice President of Human Resources, Ms. Yael Fradkin-Mutzafi (hereinafter: the "Code of Ethics Supervisor"). The Code of Ethics Supervisor is available to Company Employees for guidance, instruction, directions and advice on all aspects involved in proper conduct in accordance with the Code of Ethics. However, Company Employees may also consult their supervisors or any other relevant professional party in the Company in the event of any doubt as to the proper course of action in the performance of their duties in the Company.
 
Violation of the Code of Ethics
 
The Code of Ethics is an integral part of the disciplinary rules in place in the Company, which apply to all Employees, and is an integral part of the terms and conditions of employment of all Company Employees.
 
The Company reserves the right to take disciplinary and/or legal measures against any Employee violating any of the rules in the Code of Ethics, including, but not limited to, dismissal.
 
Reporting on the violation of provisions 
Company Employees will report to the Code of Ethics Supervisor if, in their opinion, there is concern of a violation of the law or of the rules in the Code of Ethics by an Employee. The Company expects that an Employee who believes that a person has requested that he act illegally, immorally or unethically, or who suspects that any other Employee is acting in such manner, shall immediately report this according to the reporting procedure set forth in this Code. It is the Company's position that failure to report unfit behavior as provided above constitutes a breach of this Code.
 
The Company expects Employees to cooperate in internal inquiries into inappropriate conduct, and will apply the punitive measures available to it with regard to violations of the Code of Ethics.
 
Anti-mobbing
 
The Company will handle all reports with maximum confidentiality and will protect the whistleblower against mobbing, harm or "reprisals".
 
An Employee who reported in good faith what appeared to him to be a violation of the Code of Ethics, even if it should subsequently transpire that a violation was not committed, shall in no case bear negative consequences. If a whistleblower knowingly makes a false report (for example, with the aim of harming another Employee) the Company shall apply severe disciplinary sanctions against him.
 
Inquiries, reports and complaints
 
Inquiries with regard to the Code of Ethics and its implementation and reports or complaints regarding violations of the law or the Code of Ethics may be submitted, in any form, to the reporting Employee's direct supervisor or to the Chief Legal Officer or to the Code of Ethics Supervisor, as follows:
 
Code of Ethics Supervisor (VP Human Resources), Yael Fradkin-Mutzafi, tel. 09-9598850, or by fax to 09-9598826, or by email: yaelf@matrix.co.il.
 
CLO, Yifat Givol, tel. 09-9598810, or by fax to 09-9598050, or by email: yifatg@matrix.co.il.
 
Understanding the need to allow for anonymity in certain situations, the Company will accept anonymous inquiries and reports, which may be submitted, inter alia, via the Company portal.
 
Complaints, particularly those relating to financial reporting procedures, internal accounting audits and other audit issues, may also be submitted to:
 
The Company's Internal Auditor, Eyal Weitzman, tel. 077-3480701, or by email: Eyal.Weitzman@ewcaudit.com