Code of Business Conduct

Mission, Values and Culture

Mission

By making customer problems our own, we will be innovative, collaborative and the safest choice to solve those challenges. Our mission is to deliver the most intelligent and secure liquidity performance platform where customers trust our solutions to optimize their business outcomes. We want to be the most sought after cloud technology company in the world to work with and for.

Our Core Values

The Kyriba Core Values represent the sense of community and ownership among the global team. We live by our value system to demonstrate our care and commitment to our clients and each other.

Think Big & Constantly Innovate: We have the confidence to think big, embrace change, challenge the status quo, and continuously evolve - staying on top of new technologies and industry progress.

Put our Customers' Needs First: We are passionate about delivering the highest value and supporting our customers with end-to-end care through their entire customer journey with us.

Act with Integrity: Integrity is at the heart of everything we do. We take personal responsibility for our actions, own our decisions, and honor each other's contributions. We empower each other through a collaborative work environment where everyone can bring their best selves.

Work as One Team: We are driven by our common goals and share in each other's success and failures, learning and working together as a team where everyone can bring their best selves.

Strive for Excellence: We enjoy tackling new challenges together, and revel in continuous improvement as we deliver, with ultimate professionalism, the very best for our customers, while exceeding our own expectations.

Culture

At Kyriba, we think big, challenge the status quo, and have audacious goals for ourselves and our business. Our culture is rooted in collaboration, innovation and respect, where we share in each other's successes and failures and work together as a team where everyone can bring their best selves. We're constantly striving for excellence — and we like to have fun while we're doing it.

Purpose and Scope

This Code of Business Conduct ("Code") is a fundamental set of rules and guidelines outlining our expectations for how we conduct our business with the highest integrity and ethics. Complying with our Code is a condition of employment at Kyriba and applies to all personnel employed by or engaged in providing services to Kyriba, regardless of level or position. This includes Kyriba's employees, officers, contingent workers (including agency workers), and independent contractors, among others. References to "we", in the Code include each of us as employees and independent contractors of the Company. The Code does not cover every issue that may arise, but it sets out basic principles to guide all Kyriba employees and its affiliates and subsidiaries (collectively, "Kyriba" or the "Company") to act ethically and with integrity.

All employees must conduct themselves in accordance with our Code, policies, and the law and seek to avoid even the appearance of improper behavior. This Code should also be provided to and followed by the Company's agents and representatives. The basic principles discussed in this Code are subject to any Company policies covering the same issues.

If a law conflicts with anything in this Code, you must comply with the law. In those instances where Kyriba's Code is stricter than the local law, you must comply with this Code. If a local custom or policy conflicts with this Code, you must comply with this Code. Employees are responsible for understanding the legal and policy requirements that apply to their jobs and reporting any suspected violations of law, this Code or any Company policy. Where the law or policy is unclear, ask for help by reaching out to your manager or the Legal Compliance department at [email protected]. You may also utilize Kyriba's Ethics Hotline.

Kyriba's Ethics Hotline

We are expected and obligated to raise good faith concerns and to report all activity that may be in violation of applicable laws or fail to comply with Kyriba's policies and procedures. Kyriba provides multiple resources for reporting allegations of misconduct, which will be reviewed and investigated accordingly. Where necessary, Kyriba will implement disciplinary actions or other remedies. If you wish to remain anonymous or feel uncomfortable reporting a concern to your manager, Kyriba Human Resources, a member of the Legal Compliance team, or feel that your concern has not been addressed properly, you should report it via Kyriba's Ethics Hotline.

Kyriba uses an independent third party that specializes in hotline reporting to manage the reporting via Kyriba's Ethics Hotline. The third‐party service provider operates the Kyriba Ethics Hotline and allows for a report to be made online or by telephone. The third party's call specialists document reports made via the toll‐free telephone numbers and transmit the reports to the Legal Compliance by emailing [email protected] who is responsible for ensuring that all reports are appropriately addressed. The Kyriba Ethics Hotline is available globally 24 hours a day, 7 days a week via toll-free telephone numbers. If you report a concern or violation, you are encouraged to provide accurate and complete information to permit a thorough investigation or response. Omissions or errors in the initial data reported (who/what/when/where) may cause a delay in the case intake process that may ultimately delay or negatively impact the case assignment and/or investigation process. Reports made through Kyriba's Ethics Hotline can be made anonymously.

You should only report concerns or suspected violations if you are doing so in good faith. Abuse of the Kyriba Ethics Hotline or another reporting process to intentionally harass someone or to knowingly file false information will not be tolerated.

Reporting a Concern and Obtaining Guidance

We each have an individual responsibility to live up to the highest ethical standards of business conduct. To continue to meet this high standard, Kyriba needs to understand whether problems exist with our employees, business, or operations so that we can resolve issues promptly, take corrective action, and make necessary improvements.

As a Kyriba employee, you are expected to promptly report any misconduct that you believe in good faith may be a potential or actual violation of this Code, an ethical breach, or any other activities indicating a lack of compliance with Kyriba's legal or ethical obligations. Reports can be made through Kyriba's Ethics Hotline.

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Global Hotline access numbers are attached as an appendix to this Code. Due to local privacy laws in certain countries and the European Union region, you may only report specific types of incidents, such as accounting, financial, auditing and bribery matters. In those countries, contact your Human Resources manager to report other issues.

Employees may also talk to supervisors, managers, Human Resources, Legal, Compliance, or other appropriate personnel for questions or concerns regarding this Code or Company Policies. Employees are required to cooperate in internal investigations of misconduct.

Non‐Retaliation

Kyriba strictly prohibits retaliation against any employee for reporting or inquiring in good faith about what may be a wrongful or unlawful activity, or for participating in the investigation of a suspected violation. An employee who retaliates against any person who has reported a violation or alleged violation in good faith may be subject to discipline, including termination of employment. If you believe that you are facing retaliation you should report it using Kyriba's Ethics Hotline or by notifying the Human Resources Department or the Legal Compliance Department at [email protected]. Additional support can be found through our Whistleblower Policies.

Investigations

When issues or concerns are reported, the Company determines when an investigation is appropriate. All complaints, whether or not reported anonymously, will be handled in a confidential manner, with disclosure limited to conduct a full investigation of the alleged violation, to carry out appropriate disciplinary or corrective actions, or to meet legal requirements. Employees are responsible for cooperating fully with all investigations and providing truthful information. Whether you identify yourself or choose to remain anonymous, each inquiry is treated in a confidential manner. Our closed‐loop process ensures the appropriate managers and the complainant are informed of the outcome of the investigation process to the extent possible. Reporting suspected violations of our policies, this Code or other processes benefits the Company and elevates the expected behavior of all employees.

Managers' and Supervisors' Responsibilities

Kyriba managers and supervisors have a special duty to foster a culture of integrity and compliance, and are therefore expected to exemplify the highest standards of ethical business conduct. No business concern or opportunity should come before following this Code and showing respect to each other, clients, third parties and the community. Manager and Supervisor responsibilities and obligations include but are not limited to the following:

• Serve as role models for integrity and compliance in all of their interactions.
• Assist their direct reports in understanding this Code, applicable laws and Company policies.
• Cultivate an environment where employees feel comfortable raising questions and concerns without fear of retaliation.
• When ethical questions or concerns are raised to them, take appropriate action in a professional and timely manner and report matters to the Legal Compliance Department at [email protected].
• Never punish those who raise, or report concerns in good faith.

Managers and supervisors should also focus on building a culture of integrity and compliance through their hiring and promotion decisions. Ethical character and behavior are among several important factors considered in hiring and promotion decisions. Promotions are a privilege that are only extended to those who exemplify Kyriba behaviors and values in a manner consistent with this Code.

Core Value System

Below are guidelines and employee expectations as it relates to various topics, from protection of company property to compliance with applicable laws and policies and treatment of others, all which align with our Core Values.

A. Protection and Proper Use of Company Assets

• We protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets are to be used for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non‐Company business.

B. Security Policies and Practices

• Kyriba maintains security policies designed to protect our confidential information, as well as Kyriba's systems and resources, which are available on the Insider intranet. Individual lines of business and organizations may have additional security practices in place to govern their operations. You are required to report any unauthorized access to or use of Kyriba's networks, systems, or confidential information to Kyriba's Global Information Security team and Data Privacy Office.
• Your obligation to protect Kyriba confidential information and personal information continues after you leave Kyriba. Similarly, we expect you to abide by your obligations to protect the confidential information of your former employers.

C. Record‐Keeping and Retention

• We record and report information honestly, accurately and timely in order to make responsible business decisions. Employees and officers are expected to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements. We should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that may be misunderstood should they become public. This applies equally to emails, internal memos, and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Legal department at [email protected].

D. Sales and Marketing Activities

• We are committed to providing honest, accurate, and complete information to our customers so that they may make informed decisions. We do not tolerate unfair or deceptive acts or practices, misrepresentation, fraud, or deliberate omission of information with respect to our sales or marketing activities.

E. Conflicts of Interest

• A "conflict of interest" exists when there is evidence of or the appearance that an employee's personal interests interfere with or take precedence over the best interest, goals, and/or mission of the Company. Situations where conflicts of interest or the appearance of conflicts of interests could arise are when an employee or officer takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively, or when an employee or officer, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.
• When making a business decision, it must be in the best interest of Kyriba. In some cases, we may also need to consider the interest of our customers or business partners. Conflicts of interest are prohibited as a matter of Company policy, except as approved by the Human Resources or Compliance Legal. Conflicts of interest may not always be clear‐cut, so if you have a question, consult with your manager and/or reference the Conflicts of Interest Policy.

F. Corporate Opportunities

• Employees and officers are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee or officer may use corporate property, information, or position for personal gain. Employees and officers owe a duty to the Company to advance the Company's interests when the opportunity to do so arises.

G. Confidentiality

• We are committed to safeguarding all proprietary and confidential information entrusted to us by the Company, its customers and its partners. Confidential and proprietary information includes all non‐public information that might be of use to competitors or harmful to our business and reputation or our customers or suppliers if disclosed. The obligation to protect and preserve proprietary information applies during employment and continues after employment ends. Please also refer to your confidentiality and invention assignment or proprietary information invention agreement (PIIA) entered into with the Company for more information on your confidentiality obligations.

H. Global Anti‐Bribery and Anti‐Corruption Laws

• Kyriba strictly prohibits any form of bribery, corrupt behavior or similar unethical or illegal business practices. This means that, among other things, we all must follow global anti‐corruption and anti‐bribery laws — including the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and Sapin II law and the French Loi Sapin II Law— (regardless of where we are located). Among other things, anti‐corruption and anti‐bribery laws and Company policy prohibit you from giving or accepting any bribe to or from any person — whether or not the other party is a government official or an employee of a company with which you do business. We are prohibited by law and Kyriba policies from offering, promising, authorizing, directing, paying, making, or receiving any bribes, kickbacks, or payments of money or anything of value (directly or indirectly) to improperly obtain business or any other advantage for Kyriba or yourself. For additional guidance, consult Kyriba's Anti‐Bribery and Corruption Policy and Gifts and Entertainment Policy.
• What is bribery? An offer, payment, promise or authorization to pay money or anything of value to any individual or their family member to influence actions or decisions to secure any improper advantage in order to assist in obtaining or retaining advantage.
• Additionally, Kyriba prohibits all forms of money laundering, which involves disguising or channeling unlawfully obtained money, or transforming such money into legitimate funds. For additional guidance, consult Kyriba's Anti‐Money Laundering Policy.
• If you are responsible for hiring a third party, work with Legal Compliance to ensure the appropriate due diligence is performed. Remember, we cannot retain a third party to perform actions that we are prohibited from taking ourselves. For additional guidance, consult Kyriba's Know Your Customer and Third‐Party Due Diligence Policy.

I. Trade Sanctions/Export Compliance

• Kyriba is committed to full compliance with all applicable export control laws and sanctions regulations, including but not limited to those administered by the U.S. Department of Commerce's Bureau of Industry and Security (BIS) and the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and equivalent regulatory bodies in other jurisdictions. Kyriba will not engage in transactions with any person, entity, or country listed on any applicable restricted or denied parties list without the necessary authorization. Transactions involving embargoed countries, regions, or individuals subject to targeted sanctions are strictly prohibited unless a valid license or authorization is obtained.
• US trade compliance laws and regulations govern all exports and imports of commodities and technical data into and from the United States, including software media, electronic and physical distribution of software, and oral disclosure of technical data, among other things. Failure to comply with US or global trade laws may result in disciplinary action for the company, serious supply chain disruptions, loss of sale and service opportunities, monetary penalties, fines and imprisonment for individual employees and their management chain, and the potential revocation of our trade privileges.
• As a globally minded company, Kyriba is committed to complying with all applicable global export, import, and economic sanctions, laws, and regulations. Compliance with global trade laws and regulations protects Kyriba's ability to conduct international business. Protecting Kyriba against such violations is the responsibility of all Company personnel, and, in particular, those who deal with Kyriba's international business activities. If you have any questions regarding our policy or permissible exceptions, consult Kyriba's Sanctions and Export Control Policy or contact the Legal Compliance Department.

J. Giving and Receiving Gift and Hospitality

• Kyriba can pay for bona fide business expenses and certain gifts for customers and third parties, but only if done without corrupt intent and according to Kyriba's Anti Bribery and Corruption Policy and Gifts and Entertainment Policy. Those Policies provide specific guidelines around receiving and giving gifts or entertainment to ensure that you comply with applicable anti‐corruption and anti-bribery laws, including, but not limited to, the FCPA, Sapin II law, French Loi Sapin II, and UK Bribery Act.
• Government entities and state‐owned enterprises are governed by strict laws and regulations concerning the ability of their employees to accept entertainment, meals, gifts, gratuities, and other items of value from companies such as Kyriba. In dealing with government officials or other employees of these entities, it is Kyriba's general policy that nothing of value will be given. Limited exceptions that may apply are covered in the Anti Bribery and Corruption Compliance Policy or Gifts and Entertainment Policy and must be approved by Legal Compliance.
• You must let your manager know if you receive from any company or individual, any gift, entertainment or item of value, regardless of its value. Please refer to the Gifts and Entertainment Policy and discuss with your manager or the Legal Compliance, and Regulatory any gifts or proposed gifts, which you are not certain are appropriate.

K. Competition and Fair Dealing

• We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. We do not seek to obtain proprietary information about Kyriba competitors, and we do not seek to obtain any information about Kyriba competitors or other third parties illegally or in a way that is unethical or is a breach of any confidentiality or employment agreement. Each employee and officer should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee or officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice. We do not make formal or informal agreements with our competitors on bids, contracts or pricing, such as price fixing, bid rigging, allocation of markets or customers, or similar illegal anti‐competitive activities. For additional guidance please reference Kyriba's Antitrust and Competitive Intelligence Policy.
• We may make appropriate observations about competitors' products and activities when basing them on publicly available information, such as public presentations and marketing documents, journal and magazine articles, advertisements, and other published information. Misappropriation of proprietary information, possessing trade secret information obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies are prohibited.
• In the event that you inadvertently obtain a competitor or third party's confidential or proprietary information without authorization, you must not disseminate the information within Kyriba and you must immediately contact Kyriba Legal at [email protected].

L. Political Contributions

• Except as approved in advance by the Chief Executive Officer and Legal Compliance, and in accordance with Company Policy, the Company prohibits political contributions (directly or through trade associations) by the Company or its subsidiaries. This includes: (a) any contributions of Company funds or other assets for political purposes, (b) encouraging individual employees to make any such contribution; or (c) reimbursing an employee for any contribution. You can also refer to Kyriba's Anti‐Bribery and Corruption Compliance Policy for additional information on this topic.
• Individual employees are permitted to make personal political contributions with their own personal funds as they see fit.

M. Charitable Contributions

• Kyriba supports charitable giving, and individual employees are permitted to make charitable contributions. However, we are prohibited from giving anything of value (including charitable donations or sponsorship of events), directly or indirectly, to any private individual, firm, or entity as a means of improperly inducing business. We do not advocate for or against a donation based on expectations of past, current, or anticipated future business, as this is never appropriate. We must not solicit contributions from our business partners for charitable fundraising or team member activities. We must refrain from any soliciting that may cause our business partners to feel obligated to make contributions in order to retain our business relationship. You can also refer to Kyriba's Anti‐Bribery and Corruption Compliance Policy for additional information on this topic.

N. Discrimination, Harassment and Bullying

• At Kyriba, we treat all people with the utmost respect and dignity. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin or any other protected class. Any adverse action taken based on these categories, or any other protected class, is a direct violation of this Code.
• Harassing behavior could include but is not limited to:
  • Using a discriminatory nickname.
  • Telling jokes related to race, sex, gender, or other categories protected by law.
  • Distributing objectionable emails, pictures, or other materials.
  • Pressuring a coworker to have an unwanted social or romantic relationship.
  • Sending profane or sexually explicit messages or content.
• Bullying is a pattern of behavior meant to intimidate, offend, degrade or humiliate a person or group of people. In the workplace, bullying includes physical or verbal abuse that may hurt a person emotionally or psychologically or interfere with their work performance. Kyriba will not tolerate bullying in any part of our business. For further information, you should consult the Human Resources Department and the applicable employee handbook.
• If you become aware of or need to report any instances of noncompliance with this Code or our policies on bullying, discrimination or harassment, you have a responsibility to report it, where permitted by law, through Kyriba's Ethics Hotline or by contacting your manager, Human Resources Department, or the Legal Compliance Department.

O. Environment, Health and Safety

• Kyriba is committed to making a positive impact through its Environmental, Social, and Governance (ESG) program, with actions aimed to do good for our employees, customers, communities, and the planet. The Company strives to provide each employee and officer with a safe and healthy work environment. Each employee and officer have responsibility to maintain a safe and healthy workplace for all employees and officers by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence, threatening behavior, and the use of illegal drugs or controlled substances are not permitted.
• If you are uncertain about your obligations or need to report any instances of noncompliance with environmental and/or health and safety laws and regulations, you should contact, where permitted by law, Kyriba's Ethics Hotline or your manager or Human Resource Department. For more information about Kyriba's ESG efforts, visit Kyriba's ESG Website.

P. Anti‐Slavery and Human Trafficking

• Kyriba is committed to a work environment that is free from human trafficking and modern slavery. Kyriba will not tolerate or condone human trafficking or modern slavery and other forms of exploitation within any part of our global organization, among our third parties or in our supply chain. Kyriba employees, contractors, vendors, suppliers, partners and others through whom Kyriba conducts business, must avoid complicity in any practice that constitutes human trafficking in persons or modern slavery. For more information about Kyriba's ESG efforts, visit Kyriba's ESG Website.

Q. Freedom of Association and Collective Bargaining

• Kyriba respects the right of its employees to decide whether to lawfully associate freely, form, join or refrain from joining organizations of their choosing and to engage in collective bargaining in accordance with recognized international instruments and applicable local laws and regulations without fear of reprisal, intimidation or harassment.

R. Compliance with Applicable Laws, Rules and Regulations

• As a global Company we respect and obey the applicable laws, rules and regulations of the cities, states and countries in which we operate. If you are unsure of or have a question about a particular law or regulation, visit the Regulatory Compliance and Legal pages on the Insider for our Company policies or seek advice from supervisors, managers or other appropriate personnel.

S. Improper Influence on Conduct of Auditors

• We do not directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence the Company's independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to coercion, manipulation, misrepresentation, or fraudulently influence an auditor: (1) to issue or reissue a report on the Company's financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards); (2) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards; (3) not to withdraw an issued report; or (4) not to communicate matters to the Company's Audit Committee.

T. Financial Integrity and Reporting

• Accurate and reliable financial and business records are of critical importance in meeting Kyriba's financial, legal, and business obligations. All Company books, records, accounts and financial statements must be maintained in reasonable detail, recorded accurately and timely, appropriately reflect the Company's transactions, be promptly disclosed in accordance with any applicable laws or regulations, and conform both to applicable legal requirements and to the Company's policies and system of internal controls.
• If you have doubts about the legitimacy of an expense, please refer to the Company's Travel and Expense Policy for further guidance.

Annual Training and Acknowledgement

To help ensure compliance with this Code of Business Conduct, the Company requires that all employees and officers complete an annual Code of Conduct and Ethics Training, attest to having reviewed this Code of Business Conduct, and acknowledge their understanding and adherence in writing.

Appendix A:

Kyriba's Ethics Hotline Global Call-In Numbers

Direct Dial in the United States

From an outside line dial direct for your location:

United States 1‐844‐869‐8671

Direct Access from France

From an outside line dial the direct access number for your location:

France (France Telecom) 0‐800‐99‐0011

France (Paris Only) 0‐800‐99‐0111

France 0‐800‐99‐1011

France 0‐800‐99‐1111

France 0‐800‐99‐1211

France (Telecom Development) 0805‐701‐288

At the English prompt dial: 844‐869‐8671

Direct Access from Hong Kong

From an outside line dial the direct access number for your location:

Hong Kong 800-93-0226

Hong Kong 800-96-1111

At the English prompt dial 844-869-8671

Direct Access from Japan

From an outside line dial the direct access number for your location:

Japan (NTT) 0034‐811‐001

Japan (KDDI) 00‐539‐111

Japan (Softbank Telecom) 00‐663‐5111

At the English prompt dial: 844‐869‐8671.

Direct Access from Singapore

From an outside line dial the direct access number for your location:

Singapore (StarHub) 800‐001‐0001

Singapore (SingTel) 800‐011‐1111

At the English prompt dial: 844‐869‐8671.

Direct Access from United Kingdom

From an outside line dial the direct access number for your location:

United Kingdom (British Telecom) 0‐800‐89‐0011

At the English prompt dial: 844‐869‐8671.