Code of conduct

Employee Global Code of Conduct

1. Our mission, culture & values

Circumstances will undoubtedly require that the policies, practices, and benefits described in the Code change from time to time. Accordingly, Owkin reserves the right to revise, modify, rescind, delete, or add to the provisions of this Code in its sole and absolute discretion. Owkin will attempt to provide You with notification of such changes when they occur. No oral statements or representations can, in any way, change or alter the provisions of this Code.

a. Our mission

Owkin's mission is to connect the global healthcare industry through the safe and responsible use of data and application of artificial intelligence, for faster and more effective research and drug development.

b. Our values

i. Learning - We cultivate a continuous mindset of curiosity, humility, and communication aimed towards improving ourselves, both as individuals and as a collective, and foster the same zeal with partners, customers, and the healthcare community.

2. Owkin's code of conduct

Our Code is a reflection of who we are, what’s important to us and how we will continue to build companies where we are all proud to belong and where care is at the center of everything we do. It provides an overview of the laws, regulations and company policies that apply to us and the work that we do but it’s much more than that. It is underpinned by our values. The values that we all adhere to and that set us apart. Whilst our Code provides the principles to working in a way that will ensure the continued success of our company, it may not cover every situation you may face in your role. We ask that you always use your best judgement and that if you are ever unsure, you should speak up and ask for help.

a. Why does Owkin have a code of conduct

Our Code serves to guide the actions of all Owkinautes and enables Us all to: i. Conduct ourselves with integrity, always. ii. Have a clear understanding of what is expected of us. iii. Make the right decisions every day. iv. Know where to go for guidance if we are ever unsure. Take some time to read through our Code as well as our values and follow them. We all have a responsibility to conduct ourselves, and encourage others to conduct themselves in a way that demonstrates the principles of the Code and our values. If you ever think that one of your fellow Owkinautes or that as companies we are not role modelling the right behaviors, we encourage you to speak up. We must hold each other accountable.

b. Who should follow the code of Ccnduct?

This Code applies to everyone that works for Owkin, or on behalf of Owkin, in any capacity, anywhere in the world. This includes all of our employees at all levels, directors, officers, agency workers, seconded workers, interns, agents, contractors, external consultants, partners agents, joint venture and other business partners, and any third-party representatives.

3. Making good decisions

a. Any employee's role

When faced with a difficult decision or situation, take a moment to ask yourself the below: i. Does the situation make you feel uneasy? ii. Is your approach consistent with our values, our culture and this Code of Conduct? iii. Does it benefit Owkin as a whole? iv. How would you feel if everyone knew about it? If you’re unsure then stop and reconsider and always ask for help: i. In most cases, your manager should be your first point of contact. She or he is likely in the best position to understand your concern and take the appropriate action. ii. If you’re uncomfortable speaking with your manager, or if you have already shared a concern and feel it’s not being addressed appropriately, reach out to your local People Business Partner, another member of management or one of the following: your local Legal or Finance team – these are good resources to help you make the right decision.

b. The manager's role

“As a manager, You have a responsibility to lead by example, role model the behaviors set out by Owkin’s values and contribute to protecting our culture and reputation”. i. Ensure that the way you conduct yourself when making decisions, handling concerns and communicating with your team and fellow Owkinautes always demonstrates the behaviors set out by our values. ever encourage or direct any employee to achieve a business result at the expense of violating the Code or the law. ii. Talk about the Code with your team, especially with new team members. Direct them to where the Code can be found and inform them about the resources available to them to support them in good decision making. iii. Be open and approachable, encourage team members to come to you with questions or concerns. If concerns are raised with you:

a. Remove distractions and listen carefully. Thank the person for speaking up—remember that they’ve just done something difficult and very important for Owkin. b. Respond respectfully and take every concern seriously, even if you disagree. Show that you are committed to solving the problem. c. Take steps to protect the person’s confidentiality— avoid discussing the conversation with anyone that does not need to know. d. Tell them what the next steps will be and who can help if you can’t.

If you have a question or are not sure whether you can or should resolve the issue yourself, contact your local People Business Partner, Finance or Legal Teams.

4. Reporting concerns

If you are ever in a situation where You see, hear or sense that something is not right at work and that there is a possibility that there may have been a breach of the Code, Owkin policies or the law, You have a responsibility to report Your concerns straight away, even if you are unsure whether a Code breach has taken place. You can trust that all concerns raised will be treated seriously and fairly, investigated promptly and disciplinary or other action taken when appropriate. The resources available to you to report concerns are: i. Your Manager, or any other Owkin manager; ii. Your Local People Business Partner; iii. The Finance Team; iv. The Legal Team. To facilitate the complaint process, Owkin has included a complaint form as Attachment 1 to the Code, where you will be able to raise your concerns, anonymously if you wish. Please remember reporting something anonymously may make it difficult to investigate fully.

a. Open door policy

Owkin endorses an “open door policy,” which gives all of our employees the right to discuss issues that matter to them directly with their leaders. Owkin employees also have the right to collective bargaining. We constantly strive for good relations with employees as well as employee associations and trade unions.

b. Non-retaliation

Owkin values your help in uncovering misconduct and Owkin knows that it takes courage to speak up when something isn’t right. You will not face any adverse consequences for raising a concern in good faith or cooperating with an investigation related to any violation of the Code. Owkin does not tolerate retaliation against any employee who raises concerns in good faith regarding a potential breach of the Code, any company policy or the law, even if it turns out to be unfounded. Retaliation by any person, including, but not limited to, co-workers, managers, and third parties, for (i) reporting any potential breaches of the Code, any company policy or the law, (ii) reporting any perceived breaches of our Code, any company policy or the law, or (iii) participating in any investigation of a potential breach of the Code, any company policy or the law, are all strictly prohibited. If anyone is found to be retaliating against a fellow employee for voicing their concerns as described above, they will be subject to disciplinary action.

c. Good faith

Raising a concern in good faith means that You honestly and sincerely believe it to be true. Making false accusations, lying to investigators or refusing to cooperate in an investigation may be grounds for disciplinary action.

d. Investigation procedure

Once a report has been made, Owkin will promptly investigate to: i. understand whether there has been a breach; ii. ensure that everyone is treated fairly; iii. gather evidence from all sides; and iv. understand what steps we need to take next. Owkin aims to keep all informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent Owkin from giving You specific details of the investigation or any disciplinary action taken as a result. You should treat any information about the investigation as strictly confidential.

5. Equal employment opportunity

We are proud to be an equal opportunity employer and we are committed to promoting fairness, diversity and inclusion. We recognize that the diversity of our teams is a major contributor to our continued success and actively seek talented individuals from all backgrounds to join Owkin. We do not discriminate based upon race, religion, color, national origin, sex (including pregnancy, childbirth, reproductive health decisions, or related medical conditions), sexual orientation, gender identity, gender expression, age, veteran status, disability, genetic information, political views or activity, or other legally protected characteristics. In addition, we comply with all local laws regarding job applicants and/or employees’ criminal convictions, arrest record, prior criminal accusations, salary history, credit history, unemployment status, political activities, and recreational activities. Each person on Owkin teams is deserving of respect and Owkin asks you to always show that You appreciate other’s varied backgrounds, skills and cultures. Never single anyone out for negative treatment and be fair in all employment decisions. Base Your decisions only on factors like skills, qualifications, performance, potential and business needs – never on personal characteristics. Owkin is committed to providing reasonable accommodations for individuals with disabilities in our job application procedures. If you need assistance or an accommodation due to a disability, please reach out to your manager, or Local People Business Partner.

6. Reasonable accomodation

We do not tolerate discrimination in employment against otherwise qualified applicants and employees because of a physical or mental disability, nor do we tolerate discrimination based on a perception of, or association with persons with, such a disability. In addition, Owkin will provide reasonable accommodation to individuals with a physical or mental disability, if the accommodation would enable the individual to apply for, or satisfactorily perform the essential functions of, the position in question and would not impose an undue hardship on Owkin. A reasonable accommodation might be an adjustment to the work environment or an adjustment to the manner or circumstances under which the essential functions of the job are performed, as determined on a case-by-case basis. All employees are required to perform the essential functions of their jobs. It is the responsibility of any employee who has a physical or mental condition that limits the individual in performing the essential functions of his/her position in question to make his/her need for reasonable accommodation known to Owkin by contacting their manager, Local People Business Partner or Legal Department. Any manager who learns that an employee may have such a condition and may need accommodation to meet the requirements of his/her job, should contact his/her Local People Business Partner or Legal Department, who will help you work with the right person to determine what accommodations may be reasonable and effective. Upon receiving a request for an accommodation, Owkin will engage with the employee in what is known as the “interactive process and cooperative dialogue.” The purpose of the interactive process and cooperative dialogue is to understand the needs of the employee and, based on the circumstances, to identify any reasonable accommodations. In accordance with applicable law, Owkin may require that the employee provide medical documentation confirming that the employee has a disability and needs reasonable accommodation. Information and documentation regarding an employee’s disability shall be kept confidential in accordance with applicable local law. Upon reaching a final determination at the conclusion of the interactive process and cooperative dialogue, Owkin will provide the requesting employee with a written final determination identifying each accommodation granted or denied.

7. Policy Prohibiting Harassment, Bullying, Discrimination and Retaliation

Owkin maintains a work environment that empowers everyone to do their best work and bring their true selves to work. A safe workplace inspires trust and allows Owkin employees to contribute and succeed. Harassment and bullying, or conduct that could lead or contribute to it, all diminish what Owkinautes can achieve together and have no place in Owkin companies. Harassment and bullying can take many forms - verbal, physical, visual or cyberstalking. It might look like intimidation, racial slurs, sharing offensive material or making offensive or sexual jokes, comments or requests. If you see, experience or suspect harassment or bullying, we strongly encourage you to speak up through Your manager, Local People Business Partner or Legal Department. Owkin takes this behavior seriously and will promptly and thoroughly investigate any complaints and take appropriate action.

a. Harassment and sexual harassment

Harassment, including sexual harassment, is a form of prohibited employee misconduct. Harassment may take many forms, but the most common forms include: verbal harassment (e.g., jokes, epithets, slurs, negative stereotyping, and/or unwelcome remarks about an individual’s body, color, physical characteristics, appearance, or sexual practices, or gossiping about sexual relations); physical harassment (e.g., physical interference with normal work, impeding or blocking movement, assault, unwelcome physical contact, or leering at a person’s body); or visual harassment (e.g., offensive or obscene pictures or emails, gestures, display of sexually suggestive or lewd objects, unwelcome notes or letters, and/or any other written or graphic material that denigrates or shows hostility or aversion toward an individual, because of a protected characteristic, that is placed or circulated in the workplace). Harassment may be sexual in nature. Sexual harassment includes harassment of women by men, of men by women, same-sex harassment, and harassment by/toward anyone who does not identify as a man or woman. Sexual harassment is unlawful whether it involves co-worker harassment, harassment by a supervisor or manager, or by persons doing business with or for Owkin. There are two distinct categories of sexual harassment: (1) quid pro quo (when an individual’s submission to, or rejection of, unwelcome sexual conduct is used as a basis for employment decisions affecting that individual, including granting of employment benefits); and (2) hostile environment (when unwelcome sexual conduct unreasonably interferes with an individual’s job performance or creates an intimidating, hostile, or offensive working environment, even if it does not lead to tangible or economic job consequences). Sexually harassing conduct does not need to be motivated by sexual desire to be considered unlawful.

b. Individuals and conduct covered

These policies apply to all applicants and employees, whether related to conduct engaged in by fellow employees or by someone not directly connected to Owkin (e.g., an outside vendor, consultant or customer). Similarly, these policies apply to conduct directed towards all applicants, employees, as well as all non-employee independent contractors. Conduct prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as during business trips, business meetings and business-related social events. Harassment may be sexual in nature. Sexual harassment includes harassment of women by men, of men by women, same-sex harassment, and harassment by/toward anyone who does not identify as a man or woman. Sexual harassment is unlawful whether it involves co-worker harassment, harassment by a supervisor or manager, or by persons doing business with or for Owkin. There are two distinct categories of sexual harassment: (1) quid pro quo (when an individual’s submission to, or rejection of, unwelcome sexual conduct is used as a basis for employment decisions affecting that individual, including granting of employment benefits); and (2) hostile environment (when unwelcome sexual conduct unreasonably interferes with an individual’s job performance or creates an intimidating, hostile, or offensive working environment, even if it does not lead to tangible or economic job consequences). Sexually harassing conduct does not need to be motivated by sexual desire to be considered unlawful.

c. Reporting and investigation

If employees believe they have been subjected to, or have witnessed, harassment or discrimination of any kind or any conduct that violates this policy, employees must immediately report the facts of the conduct to their manager or Local People Business Partner, or both. If, for any reason, employees do not feel comfortable discussing the matter with their manager or local People Business Partner, employees should bring the matter to the attention of the Legal Department. The important thing is that employees bring the matter to Owkin’s attention promptly so that any concern of harassment or discrimination can be investigated and addressed appropriately. To facilitate the complaint process, Owkin has included a complaint form as Attachment 1 to the Code. All complaints will be promptly and thoroughly investigated by qualified personnel in a fair and impartial manner. The investigation will be documented and tracked, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, and in accordance with applicable law. All employees and supervisors have a duty to cooperate in the investigation of alleged harassment or discrimination. In addition, failing to cooperate or deliberately providing false information during an investigation is grounds for disciplinary action, up to, and including, termination of employment. At the conclusion of its investigation, if Owkin determines a violation of policy has occurred, including a determination that any supervisory or managerial personnel knowingly allowed misconduct under this policy to occur or persist, it will take effective remedial action commensurate with the severity of the offense. This action may include disciplinary action against the accused party, up to, and including, termination of employment. Steps will be taken, as reasonable and necessary, to prevent any further violations of policy.

8. Drugs and alcohol

a. Daily manner

Owkin and its employees commit to live Owkin values by showing up each day ready to focus on delivering the best work while being able to effectively communicate with Owkin teams. Working under the influence of any substance has the potential to impact the Company, its clients and each other. This is why Owkin requires all its employees to work free from the influence of any substance, including drugs and alcohol which may prevent You from conducting Your work effectively and safely. If You have a reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect its performance or the safety of himself/herself and others, You have a responsibility to raise a concern as set out in the Code. As companies Owkin reserves the right to request an alcohol and/or drug screening, where local law and policies allow.

b. Events

In the event that alcohol features as part of events, Owkin asks that You always use good judgement and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others, or violates the law. Owkin takes a zero-tolerance approach to illegal drugs and these are strictly prohibited in the workplace or at events where You represent Owkin.

9. Privacy and data protection

Processing personal data is at the heart of Owkin’s business and end-users, clients and Owkinautes trust Owkin and its employees to process such data with respect and keep it secure. Whether it is patient data, client data or employee data Owkin information security policy restricts access to, and use of such data, and requires that each of Us take measures to protect it from unauthorized access. You should familiarize yourself with your responsibilities under this policy, and collect, use, and access personal data only as authorized by our Information Security Policy, Privacy Policies, Personal data code of conduct for Owkin Staff (Attachment 2 of the Code), and applicable data protection law. For more information, please see our Information Security Policy, Privacy Policy, Personal data code of conduct for Owkin Staff.

10. Accurate reporting

Our long-term success depends on how well we manage our business. Our records and record keeping not only helps us meet legal requirements but also demonstrates our financial integrity and has a positive impact on our reputation and credibility.

11. Confidential information

a. General terms

Owkin takes great care to ensure that Owkin’s confidential information remains private and You have a responsibility to know the kinds of information that are considered to be confidential and how to protect that information. Employees are responsible for safeguarding confidential information obtained in connection with their employment. In the course of their work, employees may have access to confidential information regarding the Company, its suppliers, its customers, or employees. Employees must not reveal or divulge any such information unless it is necessary for them to do so in the performance of their employment duties. Access to confidential information should be on a “need-to-know” basis and must be authorized by employees’ manager. An employee’s obligation to maintain the confidentiality of this information continues after termination of employment. Any breach of this policy will not be tolerated and may result in disciplinary and/or legal action against the breaching employee. Confidential information can take many forms. Generally, it is not to the public and would include internal business plans and strategies, financial results or budgets, product pricing and discount information, sales targets, contract documentation or any other non-public information. Should You need to disclose confidential Company information to an outside party, be sure to check that the information can be shared and have the appropriate agreement in place before you do so. Do not hesitate to contact nda@wokin.com if you have any doubt.

b. Be mindful about what you say

Discussing confidential information in public places such as elevators, public transportation and restaurants or on social media can put that information at risk of being disclosed. Do Your part to keep it safe. This extends beyond your time at Owkin. If You leave Owkin, do not share private Company information with others. Owkin also respects the confidential information of other organizations. If You have confidential information from Your previous employers, You should respect Your obligations to them.

12. Anti-Bribery Policy

It is Owkin policy to conduct all of its business in an honest and ethical manner. Owkin takes a zero-tolerance approach to any form of corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships, no matter where in the world this takes place. Owkin never offers or accepts anything of value in order to get business, keep business or gain an unfair advantage.

What is Bribery?

Corruption is the abuse of the position held in Owkin and access to information You may have, for personal gain. Bribery is a form of corruption and includes offering, promising or giving anything of value or benefit to another person (whether directly or through a third party) with the intention to induce them to perform a specific activity or function improperly and reward them for doing so. A bribe is a financial or other advantage which can take the form of money, gifts, loans, fees, hospitality, services, discounts, charitable contributions, the award of a contract or any other advantage or benefit. To learn more, access Owkin’s Anti-Bribery and Corruption Policy: send your question to legal@owkin.com. Please note that this policy is coming soon.

13. Gifts and hospitality policy

Owkin values the relationships Owkin has built with its clients, partners, suppliers and other business partners. It is important that these relationships remain positive and ethical – never influenced by offers of inappropriate gifts or hospitality. In general, gifts should not be given to clients or potential clients, partners or potential partners, or third parties or anyone outside Owkin. The exceptions to this rule are analyzed on a case-by-case basis by Owkin and in particular by its Legal Department. Gifts or hospitality should not be accepted or given if it might create a sense of obligation, compromise Your professional judgment or create the appearance of doing so. In deciding whether gifts or hospitality is appropriate, You should consider its value and whether public disclosure of the gift or hospitality would have a reputational risk for You and for Owkin. Any gift or hospitality that creates a sense of obligation or could compromise the recipient’s professional judgment is always inappropriate. That’s why the Legal Department has a memorandum and is working on a policy that will explain the standards and behavior required of Owkin employees and business partners to ensure that Owkin can comply with various local anti-bribery and corruption laws. If you are ever in a situation where you are being offered a gift from current or potential clients, partners, suppliers or other business partners where there is a potential conflict of interest, just say “no”. And never request gifts, meals, entertainment or favors from these third parties – doing so is a violation of the Code. To learn more about Gifts & Hospitality rules, contact the Legal Department via email to the following email: legal@owkin.com.

14. Conflicts of interest

Before You act on Owkin’s behalf, You need to be able to recognize and avoid potential conflicts of interests. A conflict happens when Your personal interests may affect the business decisions You make as an employee. Even the appearance of a conflict is inappropriate and can damage the Company and its reputation. It’s not possible to list every situation that could present a conflict however the list below should give You an idea of what can give rise to a conflict – being able to recognize a potential conflict can help You avoid one: i. Personal investments; ii. Outside employment, advisory roles, board seats, and starting Your own business; iii. Personal business opportunities found through work; iv. Friends and relatives; co-worker relationships; v. Accepting gifts, entertainment, and other business hospitality. Every decision Owkin and its employees make while on the job must be objective and with the Company’s business interests in mind. If You believe that a personal activity, investment, interest or association could compromise, or appear to compromise, your objectivity, you have a responsibility to disclose it immediately to your manager, Local People Business Partner or Legal Department. Many conflicts can easily be avoided or addressed if they are promptly disclosed and properly managed.

15. Other prohibited conduct

The following non exhaustive conducts are also prohibited and will not be tolerated by Owkin: i. stealing or removing, without permission, Owkin property or property of another employee, a customer, or a visitor; ii. violating any Owkin safety or security rule, iii. falsifying employment records, employment information, or other Company records; iv. unauthorized use of Owkin equipment, time, materials, or facilities; v. giving the Company’s products away free of charge or at a discount to any person or in violation of Owkin’s policies; vi. deliberate destruction or damage to any Owkin property or the property of any employee, customer, or visitor; vii. insubordination, including, but not limited to, failure or refusal to obey the instructions of a supervisor or the use of abusive or threatening language toward a supervisor; viii. failing to promptly report to a supervisor the loss of, or known malfunctioning of, tools, or equipment, electrical or mechanical; ix. working unauthorized overtime or refusing to work. The list merely contains examples of conduct that may lead to disciplinary action. It does not constitute a complete list of all types of conduct that can result in disciplinary action. This list of prohibited conduct does not alter the at-will nature of all employees’ employment.

16. Communicating responsibly

Don’t speak on behalf of Owkin without consulting the Communication/PR Department – Owkin makes sure that the information that is shared about Owkin is consistent, accurate and complete. To do this we have designated individuals to serve as our official company spokesperson and designed to review any external communication and publications. Unless you are authorized to do so, do not make any public statements on Owkin’s behalf.

17. Using social media

Use social media wisely. If You have posted in reference to Owkin on social media, You have a responsibility to ensure that it is clear that You are a Company employee and that Your views are Your own – You are not by principle speaking for Owkin. Never disclose confidential information about Owkin, its customers, partners, suppliers, competitors or other business partners, and never post anything that might constitute a threat, intimidation, harassment or bullying. If You believe that what You posted on social media could appear to have sounded as though You were speaking for Owkin, contact Your manager or Local People Business Partner so that Owkin can respond and minimize any harm that may have been done. If you are contacted by the media or anyone else outside of Owkin, refer the request to those authorized to respond on behalf of Owkin. For example, media requests should go to the Communication Department. Financial requests should go to your local Finance team.

18. Final word

Follow not only the Code, Owkin policies and the laws and regulations that apply to Your work but also Owkin values. Hold yourself and Your team members to the highest standards of integrity. If something does not feel right or puts the Company, its employees, clients, partners or third parties at risk, speak up and report Your concerns. In having the courage to speak up You support Owkin in continuing to change the face of research, science and technology. If you have any questions about anything covered in the Code or Owkin policies, please reach out to Your manager, the Local People Business Partner or the Legal Department.