Code of Ethics

1. Preamble

abra Information Technologies Ltd. and its subsidiaries (jointly: the “Company“) is a leading IT services company in Israel. The Company employs employees and advisors who provide services to a variety of customers in and outside of Israel. The Company believes in business excellence accompanied by ethical excellence in its engagement with any and all entities with whom it has contact; therefore, the Company has adopted a set of principles, values and standards to guide its ethical conduct, and bind any and all of its officers and employees. This set of rules (Code of Ethics) is based on values and proper conduct that promote professionalism, curiosity, integrity and mutual respect. The Company’s vision is that any and all of its officers, employees and advisors shall act in a fair and ethical manner, in good faith, responsibly, with care and expertise in their acts on behalf of the Company.

The formulation of the Code of Ethics as a single consistent statement of principles lends binding force to these values among the Company’s employees and outlines the ethics that guide the Company’s business interactions vis-à-vis various bodies. The Company strives to maintain an appropriate business culture among its employees, managers and officers in fulfilling their position with the Company, and to implement the Company’s core values as an integral part of its business operations

The Company is s leading company in its industry, which place at the top of its priorities high professional level, excellence and service-orientation, in order to provide its customers with products and services of the highest quality while maintaining its ethical values.

The Company has additional policies and procedures that complement the Code of Ethics and which must be read and implemented by each of the Company’s employees and advisors in fulfilling their position with the Company.

2. Compliance with the law

The Company’s employees and advisors are obligated to comply with any and all laws applicable to them/the Company and avoid any illegal activity, and nothing in the Code of Ethics rules shall alleviate or derogate from the provisions of the law and the regulations, but rather add to the Company’s employees and officers’ liability to comply with any and all provisions of the law. Any and all of the Company’s employees, advisors and officers must know and internalize that any illegal act in relation to the Company may sometimes also impose liability on the Company itself and/or other employees thereof, in the past present and future.

3. Prevention of conflict of interest

The Company’s employees shall make decisions for the best interest of the Company and avoid situations in which they may find themselves in conflict of interest. Conflict of interest is the prioritization of personal interest of employees or their relatives (including social and economic interests) over the Company’s interest. The Company’s employees must avoid any act in respect of which there is concern for conflict of interest between their position with the Company and personal issues of their own and/or their relatives and/or any person related to them, or any other position which such employees, relatives or related persons are fulfilling. Furthermore, the Company’s employees and officers are required to avoid engagement in personal business interaction with commercial entities related to the Company, other than personal engagement for the receipt of service for personal needs.

Each and every employee of the Company who is authorized to impact or decide on a Company act or transaction, which will, or may, lead to direct or indirect gain to him or his family members or other associates, must avoid using his impact or making a decision regarding such act or transaction, and must further disclose the matter to his supervising manager, with details of the foreseen benefit to him from such act or transaction. The supervisor shall guide the employee how to act, in consultation with the relevant functions in the Company’s management and the legal department.

4. Responsibility, social engagement and protection of the environment

The Company attributes utmost importance to social activity of its employees, in inter- and intra-organizational contexts. To that end, the Company has several groups that are aimed at promoting intra-organizational goals and encouraging cohesion among Company employees. Furthermore, and accordingly, the Company and its employees act to promote social values and contribute to the communities among which the Company operates, through monetary donations and volunteering in various organizations, with a focus on associations that aim to provide dignified conditions for education, optimal living, health and nutrition security to all humans; reduce educational and financial gaps and promote employment and gender equality, encourage Israeli-oriented education and digital advancement education and projects that encourage achievement and excellence in sports in Israel.

The Company considers this a mission and believes that organizations that give back to the community are contributing to the improvement, advancement and empowerment of Israeli society.

In addition, the Company diligently keeps social responsibility on its everyday agenda and raises awareness among its employees of substantial social issues such as violence against women, memorial days and so forth. The Company recognizes that an approach of environmental responsibility may contribute to a sustainable environment for future generations. Therefore, every manager and employee shall use their best efforts to act with environmental awareness and include environmental considerations in the various decision-making processes.

5. Reliability and accuracy in Company reports and documentation

Abra IT Ltd. is a public company, the shares of which are traded on the Tel Aviv Stock Exchange. Therefore, it is subject to expansive disclosure and reporting duties as required by the Securities Law, 5728-1968, in order to present a full, accurate, correct and reliable picture of the Company’s updated situation.

The Company’s duties to provide reliable and accurate reports include giving information to the public in general, and the legal authorities in particular, regarding, inter alia, its undertakings, income and expenses. The Company has the duty to ensure that the reports it releases are accurate, full and appropriate. Furthermore, there is a prohibition on the inclusion of a false and/or misleading representation in the reports, the violation of which may lead to criminal charges. Therefore, any and all of the Company’s employees and officers must adhere to reliable, accurate and full reporting with respect to their activity, and inform their supervising managers of any information known to them which impacts or may impact the public reports which the Company must give. Employees must see to it that every report, whether economic, social or environmental, shall be accurate and orderly, and adequately reflect the Company’s operations. In general, there is no definitive list of events or information in respect of which an immediate report must be filed with the Israel Securities Authority (ISA), and each case shall be reviewed and considered on its merits; in any case of doubt – employees shall consult with their supervising managers and/or the Company’s Administrative Enforcement Officer. It can be generally stated that events require the release of an immediate report when they involve important information with respect to the Company, which reasonable investors would consider as important for making a decision regarding investment in the Company’s securities.

Furthermore, careful documentation should be kept in the Company’s books and records with respect to its transactions, and documents should be maintained in the Company’s possession, documenting and specifying all the information which is required for accounting review and audit.

6. Trust and reliability

The Company is obligated to act reliably vis-à-vis the business entities with whom it engages in commercial relations, including its shareholders, customers, suppliers as well as its employees and the general public. Therefore, the Company’s employees shall avoid acts that may constitute deception or fraud and shall comply with any and all contractual, business and ethical undertakings of the Company, and shall further act to maintain trust-based relations with their colleagues in and outside the Company. The Company’s employees are unauthorized to assume any undertaking on behalf of the Company, whether orally or in writing, or to give any statement on its behalf, other than certain employees who were granted certain powers and signatory rights by the Company’s board of directors.

7. Fair competition, prohibition on using business opportunities of the Company and non-competition

The Company’s employees are required to be fair in their conduct vis-à-vis Company competitors. Business information which is necessary for the Company’s operations shall be obtained by Company employees via legal channels only. Furthermore, it is prohibited to present Company competitors with a misleading factual representation, abuse confidential information and so forth. Company employees shall avoid any and all acts which may be competing with the Company’s business, and shall not use business opportunities of the Company for the purpose of personal benefit to them or their family members or other associates of them, whether directly or indirectly. Company employees shall avoid using their status in the Company and business relations with various service providers who are related to the Company, in order to promote a personal interest of them or their relatives, and shall not use the Company’s name or their status with the Company for any purpose whatsoever, unless having received the Company’s explicit approval therefor. Employees shall operate in such relations without prejudice and while strictly prioritizing the best interest of the Company over considerations of personal gain.

8. Prevention of bribery and corruption and prohibition on accepting and offering benefits

Bribery and corruption are not only illegal but may also damage the Company’s business and are contrary to the Company’s core principles. The Company is committed to manage its business in accordance with strict principles of ethics, prevention of corruption and non-bribery. The Company implements a “zero tolerance” policy in respect of employees tainted by corruption, and shall use any means available thereto against any employee who shall operate contrary to the said principles.

Accordingly, Company employees and/or persons operating on its behalf are prevented from giving bribery and/or promising anything valuable with the intention of obtaining a business or other advantage, and are prohibited from giving any benefit to anyone, including its customers – both private and civil servants, whether directly or indirectly, in order to promote transactions, win tenders or gain any other advantage. In all their interaction with customers or other business entities, the Company’s employees must be alert for any behavior that may indicate a potential violation of the provisions for the prevention of bribery and corruption, and immediately report to the Company’s Ethics Officer or Administrative Enforcement Officer.

Should the Company decide to give token gifts (usually in the context of events, holidays and so forth), such gifts shall be given only by employees who are authorized to do so, who shall strictly comply with the relevant Company procedures and provisions of the law. Sales promotion is a delicate and sensitive issue, and the Company shall strictly handle any deviation from the Code of Ethics in this respect.

In addition, Company employees shall accept no benefits including cash, cash equivalents, services or any other benefit and/or gift from the Company’s business contacts, other than standard, token, business gifts of low monetary value, which can be classified as PR and/or sales promotion, such as gifts as part of incentive plans operated by the Company’s suppliers and which received CEO approval according to the Company’s practices. No gift, benefit or reward over and above such token gifts is to be accepted, in order to prevent the establishment of any commitment, if only unintentionally, of employees towards the grantor of the gift.

9. Employment diversity and equal opportunities in the workplace

The Company has a solid commitment to provide equal opportunities with respect to all occupational aspects, and absolutely prohibits discrimination or harassment of any kind whatsoever. The Company and its managers avoid any discrimination in the processes of selection, training and promotion of Company employees and applicants. The Company provides equal opportunities to anybody and everybody, regardless of characteristics such as religion, race, sex, gender, age, orientation and so forth, and makes employment-related decisions on the basis of the Company’s business needs, relevant skills, abilities and expertise of its employees. The Company is committed to act towards the integration of employees with disabilities and upholds equal, respectful and non-discriminatory treatment. In order to provide a work environment that is suitable to the needs of employees with disabilities, and ensure appropriate representation of people with disabilities, the Company has recently appointed an Employment of People with Disabilities Officer, as required by the expansion order that was signed in Israel.

10. Fair treatment and prevention of sexual harassment and workplace bullying

The Company acts to create a work environment free of threats, hostility or any offensive behavior, and requires its employees to take part in this effort and avoid any type of inappropriate conduct, harassment (verbal, physical or sexual) or workplace bullying. The Company is applying, and shall continue to apply, a zero-tolerance approach in respect of anyone who will act in this way or cooperate with such conduct. Accordingly, the Company complies with the Prevention of Sexual Harassment Law, 5758-1998. Any and all of the Company’s employees are bound to comply with the Prevention of Sexual Harassment Code of Practice that was adopted by the Company.

Employees and managers of the Company are required to absolutely avoid any act of sexual harassment and workplace bullying in the context of work relations, and in this framework are committed to refrain from any physical or verbal act including, inter alia, statements, insinuations, sexual comments, offensive jokes, presentation of sexual content and/or sending e-mails that include sexual content which create an offensive, hostile or intimidating work environment. The Company is using its best efforts to prevent such acts and create a work environment free of sexual harassment and workplace bullying.

The Company encourages its employees to immediately report any offensive, intimidating or violent behavior, whether verbal or physical, to the Company’s Prevention of Sexual harassment Officer, VP People & Culture, Ms. Keren Tirosh, who can be directly reached at ktirosh@abra-it.com or 073-2770000.

11. Confidentiality

The Company is investing considerable efforts to protect privacy and information confidentiality in the Company, pursuant to domestic and international guidelines. The Company’s employees are bound to protect and keep in confidence business and commercial information of the Company, including the partners, customers, suppliers and employees thereof, while applying precautions to prevent their disclosure to others, in and outside the Company. For the sake of clarity, business confidential information includes, inter alia, information in respect of customers and various entities with whom the Company is in contact, Company documents, business and strategic plans.

While providing services at customers’ premises, employees are exposed to varied information of such customers, and must not share information to which they were exposed in the course of their work, including with the public, employees and/or other advisors of the customer (other than with the customer’s approval) or within the Company. Company employees who are exposed to intra-organizational processes of customers, as well as their hardships and challenges, are committed to be completely loyal and work according to the customer’s procedures. If the best interest of the customer is inconsistent with the best interest of the Company, employees shall report the same to their supervising manager, and if needed – also to the Ethics Officer.

In addition, employees must strictly avoid publishing or providing any information about the Company to the media, make no statement with respect to the Company, its products, competitors or customers in any manner whatsoever, including on social media; any contact with the media regarding issues related to the Company shall be regulated through the chairman of the board, the Company’s CEO or anyone appointed on their behalf, also after leaving the Company. If the disclosure of such information is required by law, the Company’s employees must contact their supervising officers for further instructions, and if needed, after having received the approval by the supervising officer, disclose the information to the lawfully authorized function, while keeping in confidence that part of the information which is not subject to the disclosure duty. Any event of or concern for prejudiced information security must be reported to the Company’s IT department, its Administrative Enforcement Officer and General Counsel.

12. Use and protection of Company assets

The Company’s employees and officers are required to maintain appropriate and respectful conduct vis-à-vis the human capital in and outside the Company and to protect Company assets, including trade secrets, intellectual property, business plans, marketing plans, databases and so forth, and secure the proper use thereof only for the purposes for which such assets are intended. The Company’s assets must not be used for personal purposes, if not explicitly permitted in the employee’s employment agreement or the Company procedures (e.g. the use of a vehicle or cellphone also for personal purposes, insofar as such personal use was permitted as aforesaid). The Company’s employees and officers shall keep the property under their care in suitable conditions and handle it with appropriate care, frugality and efficiency. In any event, employees are committed to use such assets properly.

13. Insider trading of Company securities

The Company’s securities are traded on the stock exchange. As part of fair trading in a stock exchange, the only information available to the public is that which was lawfully provided by the company.

Pursuant to the Securities Law, employees are strictly prohibited from trading in Company securities (such as selling or buying), an investment asset (security or tangible asset) and from making any direct and/or indirect usage, while using inside information or transferring such information to any third party. Any act contrary to this law and this section is a criminal offense.

By virtue of their position with the Company, some of its employees may be exposed to information before it is revealed to the public, with respect to various events in the Company that are not yet releasable by law. Any and all employees who are exposed to such data, or who have inside information in respect thereof – are strictly prohibited from trading in the Company’s securities or communicating such information to any third party, as long as the data is not publicly disclosed. “Inside information” shall mean information that is not yet released to the public, such as: acquisition proposals, appointments or resignation of officers in the Company, financial details, a significant new project or product, data regarding the development of the Company and its business and foreseen changes or developments including material collaborations.

As part of the Securities Internal Enforcement Program, the Company adopted a Prohibition on the Use of Inside Information Procedure, and all employees are required to be familiar and comply therewith.

14. Work environment and employee welfare

The Company’s employees and managers must act, jointly and severally, to support the Company in maintaining a benign work environment. In this context, all of the Company’s activities are guided by its care and serious consideration of safety and health issues pertaining to employees as well as the general public. The Company’s employees and officers are responsible for the maintenance of a safe, secure and healthy work environment, and are therefore required to comply with the safety at work rules and according to the Company’s policy and procedures on safety and emergency situations, and are required to report any work injury or accident without delay.

The Company invests resources in the establishment of a proper and empowering office environment for its employees, in order to establish good atmosphere and a socially cohesive team. It is the Company’s responsibility to listen to, advise and support its employees in their personal and professional growth, and to address and support any significant life event, personal problem or need as they arise, while maintaining complete discretion. Accordingly, the Company’s managers shall be attentive, empathic and always keep their door open to employees in need. The Company cares about its employees and assists them as much as possible, throughout their employment with the Company and thereafter; from the candidacy stage, during the term of employment and until the termination thereof and employees’ embarkment on a new route.

In order to maintain a pleasant and safe work environment for all, and protect the dignity of the Company’s employees, Company employees and managers are required not to abuse their position and not to hurt employees who do not directly report to them, and absolutely avoid asking or expecting to receive any personal benefit from such employees or from their colleagues, whether physical, monetary or any other benefit, including by way of sexual abuse or harassment as defined by law. Furthermore, human dignity is a top value for the Company, and it therefore emphasizes the respect of its employees and officers for the humanness, wishes, freedom of choice and freedom of action of any other person. Respecting another person means also respecting his values and beliefs. Violation of human dignity is any conduct that undermines a person and his sense of self value; it is demeaning and degrading conduct and/or such that compromises his privacy. To clarify, such violation to human dignity is prohibited.

To emphasize, employees must follow the work instructions of their supervising managers, with respect to conduct as well as work methods and priorities. Managers shall avoid giving instructions to employees who do not directly report to them, and shall refer requests to employees who do not directly report to them, to their supervising manager.

15. Refraining from political activity

The Company strictly protects the right of its employees to a political opinion according to their personal world view. Nevertheless, the Company shall strictly maintain a workplace free of political and partisan aspects. The Company’s employees shall refrain from any type of political engagement in the context of Company and during work hours, and shall not participate in or openly support public activities of a political and/or religious nature, in the name of the Company, while mentioning its name or using facilities or property carrying its name or logo. Furthermore, the Company’s employees shall not use its resources to campaign for any candidate, including in the context of boosting employee involvement in regional, national elections and so forth. Moreover, employees are prohibited from soliciting donations from anyone in the Company for any candidate, party or person holding any official position.

16. Social media

The Company upholds respectable representation in its written and oral communication, including on social media, and further upholds a good balance between personal and professional life, including work-home balance. Therefore, when posting or commenting on social media, even on private matters, employees are identified with the Company and are therefore expected to act responsibly and sensibly. Furthermore, Company employees are prohibited from opening a page on social media which is related to the Company or its business. If information is identified on social media, which could be damaging for the Company, this should be forwarded to the supervising managers of that employee or the Ethics Officer (as defined below), and let them handle the situation.

17. Implementation of the Code of Ethics and consultation with relevant Company functions

Upon the adoption of the Code of Ethics by the Company, the Code rules form an integral part of the terms of employment of any and all employees of the Company. To that end, the Company’s management determined that the person in charge of the application and implementation of the Code of Ethics in the Company shall be Ms. Keren Tirosh, the Company’s VP People & Culture (the “Ethics Officer“). The Ethics Officer is available to the Company’s people for direction, guidance, instruction and advice regarding all aspects of proper conduct pursuant to the Code of Ethics rules. The Company strives to maximum internal transparency, therefore any and all employees and officers in the Company should consult with their supervising managers or other relevant professional functions in the Company if there is any doubt regarding their appropriate manner of conduct in the context of fulfilling their position with the Company.

At the beginning of their employment, employees shall receive a copy of the Code of Ethics and confirm, in the language attached hereto as Annex A, that they have read and understood the Code of Ethics.

18. Violation of the Code of Ethics rules

The Code of Ethics forms an integral part of the rules of discipline and employment of employees in the Company. Violation of the provisions of the Code of Ethics shall constitute a disciplinary violation. In addition, violation of the Code of Ethics rules may result in termination of employment with the Company, and any reasonable concern for events with criminal characters shall be submitted for review by the relevant legal authorities. The Company’s CEO, or anyone appointed by him to do so, is authorized to approve deviation from a Code of Ethics rule, where he deems appropriate.

19. Reporting violation of rules

This Code of Ethics includes common ethical and legal issues but does not cover all topics and is merely another layer on top of the personal values of each of the Company’s employees. Company employees and officers shall report to the Ethics Officer, or the Company’s CEO, if justified by the circumstances, if they believe there is concern for violation of the provisions of any law or the Code of Ethics rules by any of the Company’s employees or officers, including any matter related to the duty to uphold integrity1 and/or to a fraud in which an employees or other officer of the Company is involved, whether such fraud is material or not, in any field. The Company expects any employee who believes that he is asked by anyone to act illegally, immorally or unethically, or has any concern that another employee is acting in this manner, to immediately report the same according to the reporting procedure that is detailed in the Code of Ethics. The Company’s position is that failing to report such wrongful conduct is a violation of the Code of Ethics.

The Company expects employees to cooperate with internal investigations of improper conduct, and will apply the sanctions available thereto in respect of violations of the Code of Ethics. Furthermore, the Company shall handle such reports with utmost confidentiality, while protecting the reporting employee/officer against any bullying or harm, as required by law. It is, however, clarified, that if the reporting person knowingly gave a false report (for example, in order to harm another employee), he shall be subject to severe disciplinary sanctions by the Company. To emphasize, employees that report in good faith on what they perceive as a violation of the Code of Ethics, even if it is ultimately found that there was no violation, shall bear no negative consequences.

20. Communication, reports and filing complaints

The Code of Ethics is designed to provide general guidance regarding the appropriate and correct way of conduct, but it cannot answer any ethical dilemma that may occur in the context of work and the Company’s business. The Company’s management determined that the Company’s Ethics Officer is the function available for consultation on all ethical issues that may arise in the course of working with the Company. The Ethics Officer shall be available to the Company’s people for direction, guidance, instruction and advice on all matters pertaining to proper conduct pursuant to the Code of Ethics rules. Any communication related to the Code of Ethics and the implementation thereof, and filing reports or complaints regarding violations of the law or the Code of Ethics, in any manner whatsoever, can be addressed to the reporter’s direct manager, or the Company’s Administrative Enforcement Officer or Ethics Officer, at:

The Ethics Officer, Ms. Keren Tirosh: ktirosh@abra-it.com

The Administrative Enforcement Officer, Mr. Noam Ziv: noam@abra-it.com

In consideration of the need to allow for anonymity in certain situations, the Company allows employees to apply and report anonymously, via this link.