SYN_COC_Ver 1.1.1

1. Atos Syntel Code of Conduct and Ethics

Introduction

Our purpose and values define our approach to the way we work in Atos Syntel. Our values govern our performance

and serves as a foundation while achieving Atos Syntel’s goals. To reinforce our behavior, we have formulated this

Code of Conduct & Ethics which serves as principal guide while delivering in the most professional and ethical way.

We expect temporary and contract staff, consultants and agents and any other third party who works for Atos Syntel

to act in accordance with this Policy. This policy can be found in our Internal Portal (My Atos Syntel) and you have a

duty to comply with it.

Scope

The scope of policy will extend to all Atos Syntel employees, partners, subcontractors, and agents

Compliance with Laws

It is Atos Syntel's policy to comply with all applicable legal requirements, especially applicable laws and regulations.

Any employee whose work is affected by laws and regulations should acquire sufficient understanding of them in

order to recognize risk areas and to know when management or Legal Department advice is needed. An employee

dealing with any potentially sensitive legal issue, such as discussions with or about competitors, sensitive business

strategies or recruiting or terminating employees in certain situations should ensure confidentiality of such issues

and contact the Legal Department immediately.

Atos Syntel is in a "high technology" industry. As a result, Atos Syntel technology in the form of software, software

data, hardware and all technical data relating to the design, production and use of such software or products and is

subject to U.S. and foreign export control laws and regulations (especially applicable for onsite project work). This

means that when Atos Syntel software data and technical data are exported, Atos Syntel must, if required, obtain an

export authorization from the U.S. or appropriate foreign government. While most employees are not likely to be

involved in the direct export of Atos Syntel software, products or data, they should be aware of how export law

affects the company. Export laws apply to all international transactions, including intra-company, with suppliers,

other software and equipment manufacturers and affiliate/group companies - any relationship where Atos Syntel will

be involved in exporting commodities, technical data, software, technical assistance and similar support. It is against

the law and Atos Syntel policy to facilitate the unauthorized export of Atos Syntel technology. If employees have

questions on export related issues, they should talk with his /her respective project manager or Atos Syntel's TSG

dept. or its General Counsel/his designate.

Involuntary labor/ Human Rights

Atos Syntel is committed to comply with all applicable rules and regulations in all jurisdictions that Atos Syntel conducts its business. Following requirements shall apply unless a higher standard applies in the local

jurisdiction,

Child Labor

Atos Syntel ensures adherence to the applicable laws of the land with regard to employment norms and does not indulge in practices such as employing child labor. The term "child" for the purpose of this policy refers to any person under the age of 18 or the age of legal majority in that country, whichever is higher. In any event, no person shall be employed who is below the age of employment as per the laws of that country. A valid certificate to prove the age is mandatory for employment with Atos Syntel.

Coercion & Slavery

No person shall be compelled or coerced by Atos Syntel to work against that person’s willful consent. In

particular, Atos Syntel shall not force or coerce any person to work using violence, or threat of violence. Atos Syntel will not have any form of prison labor or involuntary labor.

SYN_COC_Ver 1.1.1

Atos Syntel condemns the practice of any form of slavery, including.

Child slavery,

Forced labor,

Descent-based slavery, and

Trafficking.

Fraud

Atos Syntel does not (a) participate in human trafficking; (b) use forced, involuntary, or slave labor; or (c)

knowingly purchase materials or services from entities using forced, involuntary, or slave labor. We certify

that materials included in our products/services comply with the slavery and human trafficking laws of the

country or countries in which we do business.

It is pertinent to note all ATOS Syntel managers must ensure that within their entities: -

At the time of onboarding, managers to ensure requirements to compliance with involuntary labor

norms as defined in the above policy have been added in the agreement clause to which acceptances

has to be documented.

A clause is inserted in every contract that entitles ATOS Syntel to terminate the business relationship

immediately and without penalty if the partner or its subcontractors violates to any of the norms as

defined in the above mentioned policy.

Further managers need to undertake an iterative, due diligence process, the focus of which is

identifying, assessing and managing potential risks and to detect any human trafficking-related

activities, and to respond appropriately to anything that raises any reasonable suspicion of such

behavior.

If any doubt or risk is identified, inputs must be sought from global or respective location compliance

team to carry out an in-depth assessment of the nature of the risk and its consequences.

All employees of Atos Syntel will be individuals who apply for employment with Atos Syntel on their own

volition and will continue to be free agents through their employment with Atos Syntel. All employees shall

be paid at least the minimum wages required under the applicable law.

International Sanctions

The ATOS Syntel Group is exposed to the risk of international sanctions because of its entities' worldwide

business activities, its development projects and its partnerships with public and private sector

organizations and their representatives (business providers and corporate officers)It is pertinent to note all

ATOS Syntel managers must set up within their entities a system that involves :-

Providing training to employees about sanction & embargoes compliance, and particularly to staff

that may be exposed to those risks and obligations in their work

At the time of onboarding, managers to ensure requirements to compliance with involuntary labor

norms as defined in the above policy have been added in the agreement clause to which acceptances

has to be documented.

SYN_COC_Ver 1.1.1

Ensuring, before contracting any activity in a territory already listed in ATOS Syntel portal, or

engaging any business in a new territory, that compliance control checks are done and submitted to

Atos Global Compliance for prior validation.

If any doubt or risk is identified, inputs must be sought from global or respective location compliance

team to carry out an in-depth assessment of the nature of the risk and its consequences.

A clause is inserted in every contract that entitles ATOS Syntel to terminate the business relationship

immediately and without compensation if the partner fails to comply with an international economic

and financial sanctions programmer.

Money Laundering / Terrorist Financing

What is money laundering?

Money laundering is the process of concealing or disguising the existence, source, movement, destination or illegal

application of illicitly-derived property or funds to make them appear legitimate.

Three Stages of Money Laundering is as follows: -

Placement: - Placement refers to the act of introducing "dirty money" (money obtained through illegitimate,

criminal means) into the financial system in some way.

Layering: - Layering is the act of concealing the source of that money by way of a series of complex transactions

and bookkeeping tricks.

Integration: - Integration refers to the act of acquiring that money in purportedly legitimate means.

What is terrorist financing?

Terrorist Financing means the process by which terrorists fund their operations in order to perform terrorist acts.

There are two primary sources of financing for terrorist activities. The first involves financial support from countries,

organizations or individuals. The other involves a wide variety of revenue generating activities, some illicit, including

smuggling and credit card fraud

It is pertinent to note all ATOS Syntel managers must establish within their entities a system for preventing

money laundering and terrorist financing risk: -

Providing frequent trainings to employees educating them about the risk involved in money laundering and

terrorist financing risks.

Adequate due diligence needs to be performed by respective managers within their entities to ensure due care

has been taken at the time of onboarding any business relationship with vendors, subcontractors etc.

Fair Competition

Atos Syntel competes for business through superior performance, recognizing the benefits of fair and vigorous

competition in the markets and industries the Company operates in. The Company requires its Employees to comply

with applicable competition and anti-trust laws. References in this Policy to competitors relates to companies, state-

owned entities, partnerships and individuals who operate (or could potentially operate) in the same industries and

markets as the Company and/or are or are likely to be in competition for the supply or acquisition of goods and

services in these industries and markets.

Competition and anti-trust laws around the world generally prohibit agreements or understandings, including informal

communications (arrangements for the purpose of this Policy), with competitors, clients, or suppliers, or other third

parties that are aimed at, or have the effect of, reducing or eliminating competition.

Exchange of information with a competitor, whether directly or indirectly and formally or informally, regarding any

aspect of the competitive strategy, raises serious legal issues and should only be done with prior written approval,

and continued oversight, of the Legal and Governance Group. The simple exchange of such information with a supplier

or a client may constitute, or give the appearance of, anti-competitive behavior and may be a breach of the law.

SYN_COC_Ver 1.1.1

General business integrity principles

Atos Syntel applies the highest standards of professional integrity internally and with its dealings with third parties,

based on merit and qualifications, without consideration to race, nationality, gender, age, disability or any other

distinctive trait.

Atos Syntel firmly believes in the following principles as the basis for dealings with its partners (clients, employees,

suppliers, etc.) and other third parties throughout the world

Atos Syntel rejects any form of corruption or bribery.

Atos Syntel is a fair competitor.

Atos Syntel undertakes to resolve conflicts of interest.

Atos Syntel protects its assets.

Atos Syntel protects confidential information and expects its employees to act in good faith in carrying out

their duties and responsibilities.

These principles must be shared by our partners (clients, employees and suppliers); therefore, Atos Syntel expects

all of them to comply with both the letter and the spirit of the Code of Ethics, in addition to the laws and regulations

of the countries where they operate.

These principles shall be detailed hereafter. Additional explanations, examples and recommendations on these

principles may be provided in specific policies, training sessions for Atos employees and shared with third parties

assisting Atos Syntel in developing its business. These documents and training sessions will help you understand and

apply our Code of Ethics, and understand which behavior and actions are acceptable and which are not.

Confidential Information

Information that is not available to the public, whether it concerns Atos Syntel or its customers or any third parties

with whom Atos Syntel has a confidentiality agreement, should be considered confidential information. Information

which is circulated internally (to Atos Syntel employees) should not be considered available to the public unless also

contained in a published Atos Syntel news release. Employees should not comment on speculation or other

information which may be published by the media (print, radio, TV, Internet, etc.) concerning Atos Syntel and/or its

customers. Employees must be conscious of the need to protect the sensitive, proprietary and confidential information

entrusted to them in connection with their jobs, including software, the business, financial, development, and

marketing plans associated with Atos Syntel, senior management changes and the confidential data of Atos Syntel's

customers and employees. Keep in mind that harmful disclosure may start with the smallest leak of information.

Fragments of information disclosed by one employee may be pieced together with fragments from other sources to

form a fairly complete picture.

The unintentional disclosure of confidential information can be just as harmful as intentional disclosure. To avoid

unintentional disclosure, do not discard documents containing confidential information without shredding them first,

lock files containing confidential information and never discuss confidential information that has not been made public

by Atos Syntel with any unauthorized person. An employee should not discuss confidential information with

authorized Atos Syntel employees if in the presence of others, employees or third parties, who are not authorized.

This also applies to discussions with family members or with friends, who might innocently or inadvertently pass the

information on to someone else.

Confidential information may not be disclosed except as authorized by Atos Syntel. Employee disclosure of

confidential information may harm Atos Syntel's customer relationships and is grounds for disciplinary action, up to

and including termination of employment.

If someone outside Atos Syntel asks questions about the company, its employees or its business activities, including

who our customers are or what new contracts have been signed or are in the pipeline, either directly or through

another person, employees should not attempt to answer them unless they are certain they are authorized to do so.

If not authorized to answer, employees should take the inquirer's name, number and business affiliation, refer them

to the appropriate source within Atos Syntel and provide the information to the appropriate source.

Inquiries by industry analysts and investors should be referred to the Chief Financial Officer (or his designate) as

soon as possible. All recruiting firms requests for information on former employees should be referred to the Global

Head - Human Resources (or his designate) without discussion. If an employee receives a request from an attorney,

SYN_COC_Ver 1.1.1

investigator, or any law enforcement officer for information on or to conduct an interview concerning Atos Syntel's

business, the request should be referred to the General Counsel or the Global Head -Human Resources (or their

designates). Similarly, unless authorized to talk to the media, or to anyone else writing about or otherwise covering

Atos Syntel or the industry, an employee should direct the person to the Head – Marketing/Chief Marketing officer.

If an employee does not know the functional area to which the questioner should be referred, questions should be

directed to his/her respective manager or to the HR department.

Besides their obligation not to disclose any of Atos Syntel's confidential information to anyone outside the company,

employees may not use such information for personal matters. These obligations apply whether or not the employee

developed the information.

Atos Syntel's computer software, documentation and related materials including patent, trademark, etc. are

protected by intellectual property rights including copyright as well as being preserved as trade secrets in the

company. In some instances, Atos Syntel has access to copyrighted or copyrightable materials owned by others.

Whether owned by Atos Syntel or by third parties, all employees should be aware that no third party may be permitted

to make copies without authority in advance from Atos Syntel's management. Data privacy rules as applicable shall

be strictly adhered to.

Never accept confidential information regarding competitors unless from an authorized source by that competitor. If

employees inadvertently receive such information, they should immediately inform the General Counsel. Never

contact a former Atos Syntel employee in an effort to obtain unauthorized confidential information.

Notwithstanding the above, in the course of employment with Atos Syntel, employees may become aware of

information about Atos Syntel or other companies, such as customers, suppliers or competitors that has not been

made public. Employees may not use such nonpublic or "inside" information about Atos Syntel or another company

for an employee's financial benefit. Atos Syntel shall not tolerate the improper use of inside information. Here are

some examples of how to avoid the improper use of inside information:

If employees know that Atos Syntel is about to announce a new service or make a purchasing decision that could

affect the price of the stock of a competitor or supplier, they should not buy or sell the securities of that company

until after the information becomes public

Similarly, if employees have material nonpublic information about Atos Syntel or know that Atos Syntel is about to

make an announcement that could affect the price of its own securities, they should not buy or sell Atos Syntel

securities until after the announcement

Employees should not buy or sell the stock of a customer or supplier based on any inside information employees

have about that company

Employees should not disclose inside information to Atos Syntel employees who do not have a business need to

know, or to anyone outside of Atos Syntel

Employees should not evade these guidelines by acting through anyone else. Until the information is officially

disclosed to the public and the public has had an opportunity to absorb it (this usually takes about two trading days

after official disclosure through a press release or otherwise), employees must refrain from the purchase or sale of

securities of the corporation to which the information relates

Employees should immediately report any incident associated with any of these prohibited activities to Atos Syntel's

General Counsel or the Global Head - Human Resources. Any employee to report such behavior will remain

confidential and may not be retaliated against.

See also: Insider Trading

Conflict of Interest

All employees must conduct themselves with the highest standards of integrity, honesty and fairness to avoid any

conflict between their personal interests and the interests of Atos Syntel. A conflict of interest exists whenever an

employee's interest in a competitor, customer or supplier is to the extent or nature that it affects, or appears to

affect, the employee's responsibilities to Atos Syntel. An obvious example is an employee authorizing purchases from

a customer/supplier in which he or she has an actual or prospective ownership, financial or other significant interest.

Thus, the employee's responsibility to Atos Syntel and his or her personal desire to benefit from such a transaction

are incompatible. In this regard, all employees should avoid even the appearance of impropriety. While it is not

possible to list all situations constituting unacceptable conflicts, some typical situations are described below.

SYN_COC_Ver 1.1.1

No employee may accept employment with or become directly or indirectly involved as an independent contractor,

consultant or otherwise with any Atos Syntel competitor. No employee may accept employment with or become

directly or indirectly involved as an independent contractor, consultant or otherwise with any Atos Syntel customer

or supplier without the prior written approval of the employee's manager and the Global Head- Human Resources.

No employee may accept a position with any other company if the time demand of the position will impair the

employee's ability to fulfill obligations to Atos Syntel.

No employee may accept a position as a director of Atos Syntel competitor. No employee may accept a position as a

director of any Atos Syntel customer or supplier, or a company which enhances the marketability of or otherwise

supports a competitor's products or services, without the prior written approval of Global Head - Human Resources.

Atos Syntel employees may not receive separate compensation for service on the Board of Directors of Atos Syntel

group company if the service is at Atos Syntel's request or in connection with Atos Syntel investment in or relationship

with that company.

Atos Syntel employees may not own a financial interest in, lend substantial sums to or borrow substantial funds from

any Atos Syntel customer, supplier or competitor that might cause divided loyalty or even the appearance of divided

loyalty. Whether there is a financial conflict of interest depends upon many factors, including: (a) the employee's

ability to influence Atos Syntel decisions that might affect personal financial interest, (b) the size of the investment

in relation to the employee's income, investments and financial needs, and (c) the nature and extent of the

competition or the relationship between Atos Syntel and the other business.

Unless otherwise permitted by Atos Syntel, no employee may: (a) sell his or her own services or products, or those

of another person or firm, if Atos Syntel offers similar services or products, or (b) engage in activities which enhance

the marketability of or otherwise support a competitor's products or services. No employee may conduct Atos Syntel

business with a member of his or her family, or with an individual or a business organization with which the employee

or the employee's family has an association or with any other business entity, without first obtaining written approval

from his or her manager and the Global Head - Human Resources.

A Atos Syntel employee may not personally take advantage of a business opportunity rightfully belonging to Atos

Syntel or derive personal profit, gain or advantage (other than compensation from Atos Syntel) as a result of any

transaction undertaken on behalf of Atos Syntel. Employees should neither purchase nor seek to purchase any

corporate asset not offered publicly for purchase, either directly or indirectly through family or other affiliations. If

employees and their families choose to purchase Atos Syntel stock, it should be undertaken as a long-term

investment. Speculative trading in Atos Syntel's stock is discouraged.

Each employee must promptly disclose in writing actual or potential conflicts of interest to the employee's manager.

The manager will review the matter and communicate Atos Syntel's position in writing. The manager should seek the

advice of the Global Head - Human Resources and/or the Chief Administrative Officer/General Counsel. Approval will

not be given unless the relationship will neither interfere with the employee's duties nor damage Atos Syntel or its

reputation. The manager's response will indicate either (a) that Atos Syntel has no present objection to the

relationship, but the decision is subject to future review, or (b) the steps to be taken to resolve the conflict to Atos

Syntel's satisfaction.

Employee Appearance

In general, Atos Syntel asks all employees to maintain a neat and professional appearance. Please remember that

each of us represents Atos Syntel to our customers. Employees of Atos Syntel located at client sites must be in

compliance with client site dress codes. Further, all Atos Syntel employees going to a client location should adhere

to the dress code adopted by the client for that location. Similarly, clients visiting such Atos Syntel facilities should

be notified of our dress code prior to their visit.

Business casual attire means that employees of Atos Syntel may wear appropriate business casual attire while at

work at any Atos Syntel facility adopting this dress code. Appropriate business casual attire for men includes shirts

with collars, Polo neck T- shirts, sweaters (not sweatshirts), and slacks (not sweatpants, or shorts). Appropriate

business casual attire for women includes dresses, skirts, slacks (not sweatpants, or shorts), casual shirt, collared t-

shirt, tops, tunics blouses with collars, and sweaters (not sweatshirts). Appropriate business casual attire does not

include tennis shoes, sandals, cut-offs, torn or ripped items, or items with inappropriate writing, pictures, or logos.

Even with a business casual attire dress code, employees are expected to dress appropriately for situations which

call for more formal business attire. For example, Atos Syntel managers and supervisors meeting with clients who

maintain a more formal dress code (e.g., suit and tie), should adhere to that dress code for the meeting, whether

the meeting is at a Atos Syntel location or at a client location. For visitors to Atos Syntel, you may choose to advise

our guests that we have adopted a business casual dress code at our offices.

SYN_COC_Ver 1.1.1

Business casual attire is a privilege, not a right. Please remember (and remind your co-workers) to abide by the policy so that we can continue to have a business professional attire.

Remember: no sweatpants, no sweatshirts, no inappropriate writings, pictures, or logos.

If you question whether something is appropriate, err on the side of business professional attire.

The dress code policy guidelines cannot cover all contingencies, so we expect employees to demonstrate certain amount of wisdom while selecting the suitable attire for professional environment.

Employee Communication

To keep you informed, Atos Syntel communicates information about new account wins, corporate events, and

personnel moves. We do this to keep everyone apprised of Atos Syntel's progress and exciting events shaping our

future.

In order to maintain some control over this news, Atos Syntel is asking each employee to treat all internal

communication as CONFIDENTIAL. With all of the Internet chat rooms, electronic mail, and instant news vehicles,

rumors and information can make its way to the public very quickly. These "news leaks" not only damage our

credibility but can harm our relationships with customers who prefer for our agreements to remain anonymous.

If employees are identified to be communicating internal news to outside audiences, disciplinary action may be taken

up to and including termination.

See also: Confidential Information

Employment References

It is Atos Syntel's policy to provide employment verification letters to its employees or former employees upon

request. All requests should be directed to the Human Resources Department. Employment verification letters will

confirm the dates during which an employee worked at Atos Syntel and job title. However, Atos Syntel will not provide

reference or experience letters that indicate a current or former employee learned, used or possessed specific skills

while employed by Atos Syntel. Atos Syntel employees may not provide any reference or experience letters in their

capacity as employees of Atos Syntel. If Atos Syntel employees provide references in their individual capacity, they

must not use Atos Syntel letterhead or sign the letter as an Atos Syntel employee. In addition, letters provided in an

employee's individual capacity must include the following statement:

"The opinions expressed in this letter are those of the undersigned and are not authorized by and do not necessarily

reflect the opinions of Atos Syntel, Inc. (or its subsidiaries/group companies) or any of its officers, employees or

agents."

Employee Conduct

Atos Syntel strives to provide all employees with a healthy, safe and productive work environment that is free from

discrimination and harassment based on race, color, religion, sex, sexual orientation, age, national origin, disability

or veteran status. The use of racial, religious or other slurs or any other remarks, jokes or conduct that creates an

offensive work environment will not be tolerated. Atos Syntel expects employees to be polite, professional and

courteous to fellow employees as well as to customers and to refrain from swearing, rowdiness or any other

inappropriate behavior. Each of us has the responsibility to do our utmost to make all of our customers feel that the

treatment they receive is friendly, courteous and a natural part of our commitment to providing quality service.

Fighting, abusive or threatening language or behavior and the possession of weapons of any type will not be tolerated.

Any conduct by an employee that violates this standard of employee conduct shall be subject to disciplinary action

up to and including termination.

Atos Syntel shall not tolerate discrimination, sexual harassment, physical or verbal threats or any other form of

harassment or abuse, all of which deny employees the opportunity to contribute to the best of their abilities and

deprives the company of their full talents. Integrating the unique abilities and talents of a diverse work force allows

for greater flexibility and creativity in the workplace and in the community. Preventing harassment, discrimination

and threats is a matter of respecting each other's rights and dignity, which is a basic value at Atos Syntel. Atos Syntel

employees and business associates are entitled to conduct their business in a work environment free of these

distractions. To help ensure such an environment, all employees must take any discrimination, harassment or threat

seriously and promptly advise appropriate management.

SYN_COC_Ver 1.1.1

Whether you are on or off duty, your conduct reflects on Atos Syntel. You are constantly encouraged to observe the

highest standards of professionalism at all times.

Guidelines for Appropriate Conduct

As an integral member of the Atos Syntel team, you are expected to accept certain responsibilities, adhere to

acceptable business principles in matters of personal conduct, and exhibit a high degree of personal integrity at all

times. This not only involves sincere respect for the rights and feelings of others but also demands that both in your

business and in your personal life you refrain from any behavior that might be harmful to you, your co-workers,

and/or Atos Syntel, or that might be viewed unfavorably by current or potential clients or by the public at large.

Whether you are on or off duty, or working in a Atos Syntel or client facility, your conduct reflects on Atos Syntel.

You are, consequently, encouraged to observe the highest standards of professionalism at all times.

Listed below are some of the rules and regulations of Atos Syntel. This list should not be viewed as being all-inclusive.

Types of behavior and conduct that Atos Syntel considers inappropriate and which could lead to disciplinary action

up to and including termination of employment without prior warning, at the sole discretion of the company, include,

but are not limited to, the following:

Falsifying employment or other Atos Syntel records

Violating Atos Syntel's nondiscrimination and/or sexual harassment policy

Soliciting or accepting gratuities from customers or clients

Establishing a pattern of excessive absenteeism or tardiness

Engaging in excessive, unnecessary, or unauthorized use of Atos Syntel's or its client's supplies, particularly

for personal purposes

Reporting to work intoxicated or under the influence of non-prescribed drugs

Illegally manufacturing, possessing, using, selling, distributing, or transporting drugs

Bringing or using alcoholic beverages on Atos Syntel property or using alcoholic beverages while engaged

in Atos Syntel business while off Atos Syntel's premises, except where authorized

Fighting or using obscene, abusive, or threatening language or gestures

Stealing property or assets from coworkers, clients or Atos Syntel

Having unauthorized firearms on Atos Syntel premises or while on Atos Syntel business

Disregarding safety or security regulations of Atos Syntel or its clients

Engaging in insubordination

Failing to maintain the confidentiality of Atos Syntel or client information

Using the computer to do anything that is of an unethical, immoral or illegal nature

Having an intimate or dating relationship between any Atos Syntel manager and a direct report of that

manager without the prior written approval of the CEO and Head of HR.

Having an intimate or dating relationship between any Atos Syntel employee of B7 category and above and

any other Atos Syntel employee without the prior written approval of the CEO and Head of HR.

Perhaps the best guideline of all is to use good judgment. It would be virtually impossible to cite examples of every

type of activity that might give rise to a question of unethical or inappropriate conduct. Therefore, it is important

that each of us rely on our own good judgment in the performance of our duties and responsibilities. When those

situations occur where the proper course of action is unclear, request advice and counsel from your department head.

The reputation and good name of Atos Syntel depends entirely upon the honesty and integrity of each one of us.

Employee/Customer Relations

Atos Syntel employees are key contributors to the delivery of quality service to our customers. Atos Syntel recognizes

the importance of its employees and works hard to provide strong support in order to focus on customer satisfaction

rather than internal issues. In spite of our best efforts, problems may occasionally arise. When this happens, you

should immediately contact your Atos Syntel manager, not the customer.

We all have an individual responsibility not to burden our customers with internal Atos Syntel matters, whether

personal or business related. Involving customers in our problems is an imposition on their time, may complicate

and delay resolving the matter and is damaging to the professional image of the employee and Atos Syntel. Atos

Syntel is committed to treating its employees fairly and if you feel your immediate Atos Syntel manager is not

responsive to your issue or concern, notify his or her Atos Syntel manager or superior and finally, Global Head -

Human Resources but never the Atos Syntel client/customer or Atos Syntel vendor.

Your adherence to this policy will help Atos Syntel to grow by continuing to provide quality service and maintaining

and improving healthy working relationships with our customers.

SYN_COC_Ver 1.1.1

Insider Trading

This policy applies to all officers, directors, employees and agents of Atos Syntel.

I. It is the policy of Atos Syntel to comply, and that its officers, directors, employees and agents comply,

with all applicable securities laws and regulations.

II. No person covered by this Policy shall purchase or sell any security issued by Atos Syntel while such

person is in possession of material information about Atos Syntel that has not been disclosed to the

public. Nor shall any such person provide such information to any other person, whether employed by

Atos Syntel or not, except persons with a need to know such information in order to perform their duties

for Atos Syntel. No person covered by this policy may use any material information relating to Atos

Syntel that has not been disclosed to the public as the basis for purchasing or selling any security issued

by any other entity.

III. All external Board of Directors members and the following employees of Atos Syntel: the Chairman,

President & CEO, Vice-Presidents, , Senior Directors, Executive Officers and other persons designated

by the President & CEO or a person designated by the President & CEO for this purpose the Compliance

Officer may not purchase or sell any security issued by Atos Syntel unless the transaction (1) occurs

during a Window Period (as defined below) or (2) has received the prior approval of the Board of

Directors or the Compliance Officer (in the case of a proposed trade by the Compliance Officer, with the

prior approval of the President & CEO and in the case of a proposed trade by the Chairman or

President/CEO, with the prior approval of the Board of Directors). Daniel M. Moore shall be the initial

Compliance Officer until his resignation or removal from that position by the President/CEO.

IV. No executive officer or director of Atos Syntel shall sell any equity security of Atos Syntel if such person

either (1) does not own the security sold or (2) does not deliver the security against such sale within

twenty days thereafter or does not within five days after such sale deposit the security in the mails or

other usual channels of transportation.

V. Each executive officer and director of Atos Syntel shall comply with the filing requirements of Section

16(a) of the Securities Exchange Act of 1934 or such other statutory rules, as applicable. The

Compliance Officer, in conjunction with Atos Syntel counsel, shall implement a system to assist

executive officers and directors in the timely filing of all required reports under the foregoing provisions.

VI. Each executive officer and director making sales in the open market shall make such sales in compliance

with Rule 144 under the Securities Act of 1933 or such other statutory rules, as applicable.

VII. The Compliance Officer may adopt such reasonable procedures as he or she shall deem necessary or

desirable in order to implement this policy statement. Each person covered by this policy statement

may be required to execute and deliver a statement to Atos Syntel, certifying that such person has

complied with this policy statement at all times from the date hereof (or such lesser time as such person

has been covered hereby)

VIII. All officers, directors, employees and agents of Atos Syntel are encouraged to consult with the

Compliance Officer if they have questions about the applicability of this policy to them or their

activities.

See also: Confidential Information.

Internet Access Policy

Atos Syntel's Internet connection is a corporate resource, and during business hours should be used only for Atos

Syntel's business purposes. Whenever an employee is using Atos Syntel's Internet connection, she/he should use

good judgment and adherence to the policies below. Employees working at customer sites are required to adhere to

the customers' policies on Internet use.

The primary purposes of Atos Syntel's Internet connection are:

Electronic Communications: Electronic communications systems and all messages generated on or handled

by electronic communications systems, including back-up copies, are considered to be the property of Atos

Syntel Inc. (including its subsidiaries).

World Wide Web access

SYN_COC_Ver 1.1.1

Due to the potential for viruses and other security risks, employees may only download material related to Atos

Syntel's business. Additionally, downloading, including "browsing," of the following type of material is prohibited at

any time:

Any material which, when taken as a whole, appeals to the prurient interest, depicts or describes sexual

conduct in a patently offensive way and lacks serious literary, artistic, political or scientific value.

"Cracking" software, utilities, or sites intended to expose or exploit security deficiencies in Atos Syntel's or

any other information system.

Any illegal materials or materials whose purpose is to facilitate illegal activity.

Any software ("freeware" or "shareware") of any kind, though this material may be "browsed".

The following general activities are also prohibited:

Use of Atos Syntel Internet resources for non-Atos Syntel commercial purposes; e.g., in support of a home

business.

Mass mailings of unsolicited e-mail; e.g., for advertising purposes.

Operation of any kind of "server" software (httpd, ftpd, etc.).*

Changing network settings (e.g., IP address, DNS information) from those set up by the IS team.

Installation of software that constantly updates information for display or later retrieval; e.g., PointCast.

Sending out any non-business related material when posting for public access.

Individual passwords must never be shared or revealed to anyone else besides the authorized user. To do

so exposes the authorized user to responsibility for actions the other party takes with the password.

Misrepresenting, obscuring, suppressing, or replacing a user's identity on an electronic communications

system is forbidden. The user name, electronic mail address, organizational affiliation, and related

information included with electronic messages or postings must reflect the actual originator of the messages

or postings.

Except as otherwise specifically provided, employees may not intercept or disclose, or assist in intercepting

or disclosing, electronic communications.

Workers must not use profanity, obscenities, or derogatory remarks in electronic mail messages discussing

employees, customers, competitors, or others.

Messages no longer needed for business purposes must be periodically purged by users from their personal electronic

message storage areas

No Expectation of Privacy Policy

No employee shall have any expectation of privacy regarding any information, documents, materials, or other items

(personal or work-related) kept, stored or transmitted on or through any company provided desk, file, computer,

server, telephone, cellular telephone, locker, vehicle or other company property. This specifically includes any and

all information and is not limited to emails, calendars, phone records, internet usage, websites visited, text messages,

instant messages, etc. The company has the right to search and review at any time, without notice to the employee,

any and all such information kept, stored or transmitted on or through any company provided property, subject to

appropriate data privacy laws and rules, as applicable.

Legally Sensitive Issues

Atos Syntel often encounters situations where there is more than one method which may be used to achieve its

business goals. The alternative methods may bear different levels of legal liability risk. Officers and employees who

encounter these situations should contact the appropriate person in the HR and/or Legal Department to discuss the

potential legal issues and ways of minimizing legal risk before proceeding. These legally sensitive areas include such

topics as:

Soliciting competitors' employees

Terminating employees

Claims of harassment or discrimination

Sensitive business strategies

Discussing competitors with third parties

Discussing the company's future prospects with potential investors

SYN_COC_Ver 1.1.1

Discussions with competitors

Relations with government officials

Exporting technology

Immigration issues

Any potential litigation

All written communication on these topics should be copied to the Legal Department.

Media Relations

In Atos Syntel's competitive environment, it is more important than ever to maintain consistency in company

messages. Atos Syntel's intention is to provide consistent, timely messages that reflect the company's broad strategic

objectives. To help obtain that consistency, all of the company's contacts should be coordinated through the Head -

Marketing. These contacts include but are not limited to news releases, requests for interviews, media events,

investor relations presentations and letters to the editor, etc. that focus on Atos Syntel or purport to represent

company viewpoints.

To ensure we accomplish our objectives, no Atos Syntel employee should comment on matters related to Atos Syntel,

or matters that relate to our business without the prior involvement of the Head - Marketing. Avoid acting as

spokesperson for Atos Syntel without first contacting Head - Marketing. If you are contacted directly by someone

outside of Atos Syntel (for example a reporter, editor, stock analyst, investment banker, etc.) you should note the

caller's name, company, telephone number and topic and immediately contact the Head - Marketing. Only the Head

- Marketing, Chief Operations Officer, Chief Financial Officer, Chairman or Chief Executive Officer as applicable are

authorized to speak on behalf of Atos Syntel. Ensure all media announcements and press releases are approved in

advance by Head of Marketing.

Social Media Policy

This policy provides guidance for employee use of social media, which should be broadly understood for purposes of

this policy to include blogs, wikis, microblogs, message boards, chat rooms, electronic newsletters, online forums,

social networking sites, and other sites and services that permit users to share information with others in a

contemporaneous manner.

The following principles apply to professional use of social media on behalf of ATOS Syntel as well as personal use of

social media when referencing ATOS Syntel: -

Employees need to know and adhere to the [ATOS Syntel Code of Conduct, Employee Handbook, other company

policies] when using social media in reference to ATOS Sytnel.

Employees should be aware of the effect their actions may have on their images, as well as ATOS Syntel image

and reputation. The information that employees post or publish may be public information for a long time.

Employees should be aware that ATOS Syntel may observe content and information made available by

employees through social media. Employees should use their best judgment in posting material that is neither

inappropriate nor harmful to the company, its employees, or its customers.

Although not an exclusive list, some specific examples of prohibited social media conduct include posting

commentary, content, or images that are defamatory, pornographic, proprietary, harassing, libelous, or that

can create a hostile work environment.

Employees are not to publish, post or release any information that is considered confidential or not public. If

there are questions about what is considered confidential, employees should check with the Human Resources

Department and their reporting managers.

Social media networks, blogs and other types of online content sometimes generate press and media attention

or legal questions. Employees should refer these inquiries to authorized ATOS Syntel spokespersons.

If employees find encounter a situation while using social media that threatens to become antagonistic,

employees should disengage from the dialogue in a polite manner and seek the advice of a supervisor.

SYN_COC_Ver 1.1.1

Employees should get appropriate permission before you refer to or post images of current or former

employees, members, vendors or suppliers. Additionally, employees should get appropriate permission to use

a third party's copyrights, copyrighted material, trademarks, service marks or other intellectual property.

Social media use shouldn't interfere with employee’s responsibilities at ATOS Syntel. ATOS SYNTEL computer

systems are to be used for business purposes only. When using ATOS Syntel computer systems, use of social

media for business purposes is allowed (ex: Facebook, Twitter, [Company] blogs and LinkedIn), but personal

use of social media networks or personal blogging of online content is discouraged and could result in

disciplinary action.

Subject to applicable law, after‐hours online activity that violates [ATOS Syntel Code of Conduct or any other

company policy may subject an employee to disciplinary action or termination.

If employees publish content after‐hours that involves work or subjects associated with ATOS Syntel, a

disclaimer should be used, such as this: “The postings on this site are my own and may not represent ATOS

Syntel positions, strategies or opinions.”

It is highly recommended that employees keep ATOS Syntel related social media accounts separate from

personal accounts, if practical.

Outside Employment/Activity

Because outside employment may affect the service employees render to Atos Syntel and its customers, Atos Syntel

employees are permitted to accept outside employment only after prior approval of BU Head and HR Head and in

accordance with the following provisions.

Employees may not accept supplementary employment which involves:

Any position which would be in direct competition with Atos Syntel.

Use of Atos Syntel or Atos Syntel's customers' equipment, supplies, or facilities.

Participating in activities while on Atos Syntel time.

Participating in activities which might adversely affect Atos Syntel's or the employee's community relationship or image.

Protection and Use of Atos Syntel's Assets

Atos Syntel's assets are of great value to our competitiveness and success as a business. Atos Syntel's assets include

not only our intangible assets such as information on business strategies and clients, but also our physical assets.

Protecting all of these assets is very important. Loss, theft or misuse of Atos Syntel assets jeopardizes our future.

For this reason, employees are personally responsible not only for protecting Atos Syntel property entrusted to them,

but also for helping to protect the company's assets in general. Employees should be alert to any situations or

incidents that could lead to the loss, misuse or theft of Atos Syntel property. All Atos Syntel property is subject to

search including desks and computer files. Atos Syntel reserves the right to require disclosure of all passwords to all

files and information maintained on Atos Syntel property. Further Intellectual Property Laws protect Atos Syntel’s

intangible assets – our trademarks, copyrights, patents, domain names and related intellectual property rights.

Employees need to ensure protection of such intangible assets and should be alert to and report any suspected

infringements promptly to Legal department. Employees should report all such situations to their manager or Atos

Syntel's General Counsel as soon as they come to their attention.

Atos Syntel equipment, systems, facilities, laptops, corporate charge cards and supplies must be used only for

conducting Atos Syntel's business or for purposes authorized by management. For example, an increasing number

of employees own equipment that is capable of using Atos Syntel supplies, such as diskettes. Since these supplies

are readily available throughout the company, the question of making personal use of them frequently arises. The

answer is clear: employees may not use Atos Syntel supplies for personal purposes.

Solicitation

Soliciting by employees in any form during working time is prohibited unless approved by the employee's manager.

Non-employee distribution or solicitation anywhere on company premises at any time is also prohibited.

Participating in Demonstrations: Kindly do not engage yourself or participate in any demonstration, which disrupts

the normal functioning of the Company.

SYN_COC_Ver 1.1.1

Canvassing of Non-Official or other Influence: Kindly do not indulge in any attempt, to bring any outside influence in

respect of matters pertaining to your service in the Company.

Bribery/Corruption

Atos Syntel will not tolerate, under any condition, offering or receiving of bribes or any other form of improper

payments. Bribery is illegal and can result in criminal penalties and jail time to those involved. You should not, directly

or indirectly, give or agree to give and/or accept or agree to accept, any gifts, hospitality, sponsorship & donations,

personal benefits or money in any manner whatsoever that are or could be construed as intending to influence the

decision of customers, suppliers, government officials or political representatives etc. You should never do anything

to induce or facilitate someone else to breach this standard and always report any violations or suspected violations

to Legal and/or Admin department.

Gratuity / Accepting Gifts/ Related Parties Transactions

Atos Syntel, its employees, and representatives must conduct business with vendors, suppliers, clients, and

government representatives, both current and prospective, (collectively “Business Partners”) on the basis of service,

quality, performance, and price without accepting anything of value that could influence, or appear to influence, the

outcome of a transaction. Purchases, pricing and other business decisions must not be influenced, or appear to be

influenced, by personal considerations. Any transaction between Atos Syntel and any related person (as defined

below) of any Atos Syntel employee could appear to be influenced by personal considerations and as such must be

pre-approved by Atos Syntel’s Audit Committee. No employee should do anything that might cause others to violate

the law or their employer's policies.

Accepting Gifts

It is improper for employees or their families to accept or solicit any gifts, including but not limited to fees, entertainment, vacations, special discounts, concessions, promotional premiums, loans, any tangible or intangible favors, or gratuities of any kind from Business Partners that could raise a possible inference that such gift could have influenced past or could influence any future business decision. Any gift, solicited or unsolicited, that raises the possible inference that such gift could influence the recipient in the performance of company duties must not be accepted.

Any fees, commissions, or other gratuities for company-related speaking engagements, seminars or publications may not be accepted personally, although related expenses may be paid by the sponsor of these activities.

An employee may receive an unsolicited gift of nominal value that could not be interpreted as raising a possible inference that such gift could influence the recipient in the performance of company duties. When a nominal gift can be shared with employees at the work location (such as a fruit basket or candy), the gift should be put in a common area to be enjoyed by employees. When a nominal gift cannot be shared with employees at the work location (such as a calendar or diary), the gift may be retained by the employee subject to the reporting requirement described below.

Under no circumstances may an employee accept cash, cash equivalents, bribes, or kickbacks. If an employee is offered cash, cash equivalents, bribes, or kickbacks, at home or office, the employee must refuse the gift and tell his/her manager immediately.

At the end of each month, any employee receiving any gift, whether returned to the giver, shared with other employees, retained or connected with company-related speaking engagements, seminars or publications, must provide his/her direct manager an email describing each such gift received and what was done with such gift. Each employee in the following departments (Legal, Finance, HR, TSD, Procurement, Administration and Facilities) must submit such an email if something of value was received or an email stating that nothing of value was received. This email must be completed within 5 days of the end of each month. A direct manager receiving an email must review all entries and if any entry raises any concern with the direct manager that the receipt of the item of value could be reasonably perceived as improperly influencing the business between Atos Syntel and the vendor, the direct manager must forward the form with the direct manager’s concerns to Atos Syntel’s General Counsel. Each Leadership Team member must provide an email to his/her direct manager each month confirming that he/she is receiving appropriate reports under this policy from his/her direct reports.

SYN_COC_Ver 1.1.1

Related Person Transactions

A related person transaction is any transaction between the company and its directors, executive officers, director nominees, large security holders who is required to be disclosed pursuant to SEC Regulation S-K Item 404 or any immediate family member of any of the foregoing. Immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing the household of a director, executive officer, director nominee, or large security holder. All proposed related person transactions must be reported by Atos Syntel employees and directors to the audit committee. The audit committee will conduct a review of all related person transactions for potential conflicts of interest. The audit committee must pre-approve all such transactions.

Violation of the Policy

Atos Syntel employees and others acting on Atos Syntel's behalf should promptly report to Atos Syntel's General Counsel any actual or possible violations of this policy. Violation of this policy will result in disciplinary action up to and including termination

Smoking & consumption of Tobacco products

Atos Syntel is committed to maintaining a smoke-free work environment, and recognizes the hazards caused by

exposure to environmental tobacco smoke, as well as the life-threatening diseases linked to the use of all forms of

tobacco. To further this commitment, smoking or use of any form of tobacco is not allowed in company facilities,

company sponsored meetings or in company vehicles. This policy applies to all employees, vendors, guests and

customers.

Drinking and Substance Abuse

The consumption, possession or supplying of alcoholic beverages (except at functions sponsored by or approved by

Atos Syntel) and illegal drugs are prohibited in company facilities, vehicles or on company premises. Reporting for

work under the influence of alcohol or non-prescribed drugs is prohibited and will result in disciplinary action up to

and including termination. If requested by client or consultants at the client site, drug testing may be required.

Distracted Driving

Atos Syntel advocates safe and responsible driving habits. For purposes of this policy, "hand-held electronic devices"

includes but is not limited to, wireless phones, computers, on line email, pagers, palm pilots, pda's, and any other

electronic device being held in the person’s hand.

In order to foster a safe driving environment and to protect the welfare not only of our employees, but other persons

whose safety could be jeopardized by distracted driving, the following guidelines has been adopted

Atos Syntel employees are prohibited from using hand-held electronic devices in any way related to Atos

Syntel business while operating a motor vehicle. This includes, but is not limited to, going to or from any Atos

Syntel facility or Atos Syntel related activity even if the use of the device is not related to Atos Syntel business.

In addition to the above, Atos Syntel employees are encouraged to:

Plan ahead so that you can use the hand-held electronic device before or after [but not during] the

operation of a motor vehicle.

Pull over and stop at a safe location if you must use a hand-held electronic device.

Avoid all distractions and concentrate fully on the safe operation of your motor vehicle particularly

if there is adverse weather, traffic or road conditions.

Last Revision Date: 22nd March’19