THE KYNDRYL CODE OF CONDUCTServing with Integrity

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THE KYNDRYL CODE OF CONDUCT

Letter from the CEO
At Kyndryl, we advance the vital systems that power human progress.
To do this mission-critical work alongside our customers is a privilege that requires
deep, personal, and trusting relationships—a privilege that we do not take for
granted.
We earn the right to serve our customers every day by delivering on ourcommitments and by adhering to the highest level of ethical standards.
Doing business the right way is essential to growing Kyndryl as a strong global
brand and maintaining trusted relationships with customers, suppliers, partners, thepublic, and each other. There are no shortcuts when it comes to acting with trust,transparency, and integrity.
A key tool to helping all Kyndryls comply with legal requirements and navigate
situations that may come up in our daily work is The Kyndryl Code of Conduct, ourcode of ethics. The Kyndryl Code of Conduct should also serve as a mirror to holdup to leadership and to each other because everyone is accountable for behaving
ethically.
Thank you for carefully reading and truly embracing our global ethical standards.

Martin Schroeter
Chairman and Chief Executive Officer,
Kyndryl
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Table of Contents

1.

We Commit to Integrity andCompliance
1.1

The Kyndryl Code of Conduct

1.2

The Importance of Integrity and Compliance

1.3

Our Shared Responsibilities

1.4

Leading People

1.5

Making Ethical Decisions

1.6

Speaking Up—Where and How to Report Concerns

1.7

No Retaliation

1.8

Cooperation

1.9

External Inquiries, Contacts, and Communications

2.7 Complying with International Trade Requirements
2.8 Complying with Antiboycott Requirements
2.9 Meeting Cross-Border Travel Requirements
2.10 ESG: Ensuring a Sustainable and Equitable Future3.

1.10 Speaking Publicly and Social Media2.

We Meet Our Legal Obligations
2.1

Protecting Against Corruption

2.2 Giving and Receiving Business Amenities and
Gifts
2.3 Preventing Money Laundering and Financing Terrorist
Activities
2.4 Selling in the Public Sector
2.5 Lobbying
2.6 Visiting Kyndryl Property—Government Officials andCandidates for Public Office

4

THE KYNDRYL CODE OF CONDUCTWe Are Honest, Accurate,
and Complete
3.1

Be Honest

3.2 Reporting and Recording Information
3.3 Understanding Financial Controls and Reporting
3.4 Making Commitments and Obtaining Approvals

4.

3.5 Retaining Records

We Compete, Win Business,
and Treat Others Ethically
4.1

Working with Organizations Outside of Kyndryl

4.2 Working with Government Entities and Other GOEs
4.3 Working with Suppliers
4.4 Working with Kyndryl Alliance Partners and Others
4.5 Dealing with Competitors
4.6 Competing Ethically
4.7 Acquiring and Using Information About Others

5.

6.4 Protecting Kyndryl Intellectual Property

We Separate Our PersonalInterests From Our BusinessResponsibilities
5.1

6.5 Using Third-Party Materials
6.6 Protecting Trademarks and Domain Names
6.7 Guarding Against Cyber Threats
6.8 Protecting Assets, Business Interests, and Employees

Acting on Your Own Time

6.9 Managing Personal Information

5.2 Avoiding Conflicts of Interest

6.10 Leaving Kyndryl

5.3 Avoiding Personal Benefit from Corporate
Opportunities
5.4 Steering Clear of Insider Trading
5.5 Participating in Public Service and Political Activity

6.

We Protect Employees,
Kyndryl Assets, and the Assets
Belonging to Others
6.1

Maintaining a Safe and Productive Work Environment

6.2 Protecting and Using Kyndryl Assets and Those Owned
by Others
6.3 Sharing and Receiving Proprietary and Confidential
Information

7.

Code Administration, Notices, andAdditional Resources
7.1

Governance and Interpretation

7.2

Applicability

7.3

Director and Executive Waivers and Notifications

7.4

Revisions and Updates

7.5

No Employment Contract

7.6

Notice of Certain Additional Rights

7.7

Version Control

7.8

Additional Resources

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1.
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THE KYNDRYL CODE OF CONDUCTWe Commit to Integrity and Compliance
1.1 The Kyndryl Code of Conduct
The Kyndryl Code of Conduct (the Code) is a guide to the ethical behaviors
we expect from every Kyndryl.

1.2 The Importance of Integrity and ComplianceIntegrity and compliance are vital to Kyndryl’s success—and yours. Our
integrity, reputation, and brand are in your hands, and we rely on you toprotect them!
No matter where your workplace is—whether you work with Kyndryls,
customers, alliance partners, suppliers, or other parties in person, over thephone, online, or by any other means—follow The Kyndryl Code of Conductand other Kyndryl policies, corporate instructions, organization letters, andguidelines (Kyndryl Policies). You must, of course, comply with all laws andregulations that apply to Kyndryl’s business.
Always use good judgment in your work. If you have questions about
interpreting or applying the Code, Corporate Directives, or laws andregulations applicable to Kyndryl, don’t guess. Ask for help. It’s yourresponsibility to consult your manager, HR, Legal, or Trust & Compliance.
If you violate the Code, Kyndryl Polices, or the law, Kyndryl may take any

Watch out!
As our business continues to transform, you may findyourself working in exciting new areas like healthcare,financial services, education, or mobile application
development, some of which are highly regulated. Anychange in your work responsibilities may carry new
responsibilities under the Code or new legal requirements.

action regarding your employment, including termination of employment,
subject to applicable law. Failing to comply with laws could also result infines, lawsuits, loss of business privileges, and, in some cases,
imprisonment.

1.3 Our Shared Responsibilities
At Kyndryl, we are all in this together and each of us has a duty and responsibility
to be committed to the following standards and expectations:› Act ethically, honestly, and with integrity in everything we do on behalf ofKyndryl› Understand and comply with the Code, Kyndryl Policies, and all laws andregulations applicable to our business and specific to your role at Kyndryl› Promptly complete all required compliance training when requested

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1. WE COMMIT TO INTEGRITY AND COMPLIANCE› Treat each other with dignity and respect at all times› Seek help and guidance before taking action when we are unsure of theright thing to do› Promptly speak up if something doesn’t feel right or we suspect a violationof the Code, Kyndryl Policies, or the law has occurred

After considering these questions, if you are still unclear about the right thing
to do, seek help and guidance before moving forward. Even if somethingappears to be legal, it does not necessarily mean it is ethical or in the bestinterest of the company. Reach out to your manager, HR, Legal, or Trust &Compliance for help and support.

1.4 Leading People

1.6 Speaking Up—Where and How to Report Concerns

Our people managers and leaders at Kyndryl are also expected to lead byexample in the following ways:

Kyndryls act with trust, transparency, and integrity at all times, and our sharedsuccess and reputation depends upon it. We are all in this together and eachof us has an ongoing responsibility to help protect the organization from harmand reputational damage. Speaking up when something doesn’t feel right orwhen we suspect potential wrongdoing is not only required and expectedunder the Code, but is always the right thing to do.

› Ensure direct reports understand their responsibilities under the Code,Kyndryl Policies, and the law applicable to our business› Foster and promote a culture where employees feel safe seeking help andreporting concerns› Listen and respond to questions and concerns from employees promptly;
when in doubt, seek help from HR, Legal, or Trust & Compliance› Never tolerate or allow retaliation against anyone for reporting a concern orcooperating with an investigation

1.5 Making Ethical Decisions
The Code serves as a valuable guide to ethical and compliant behavior;
however it cannot address every situation or question that may arise in ourdaily work. To help make good decisions in these situations, stop and ask
yourself these important questions before taking action:› Is it legal?
› Could my actions violate the Code and Kyndryl Policies?
› Could my actions damage Kyndryl’s reputation in any way?
› Would my fellow Kyndryls approve of my actions?

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THE KYNDRYL CODE OF CONDUCT

If you have questions about an issue, you should talk to your manager,
however, if your manager is the subject of your concern or you are aware ofor suspect a violation of the Code, Kyndryl Policies, the law, or any other
unethical or unlawful conduct, immediately report the matter throughKyndryl’s Reporting Concerns portal or hotline. You can access theReporting Concerns portal or hotline internally at https://kyndryl.
sharepoint.com/sites/trust-compliance/SitePages/ReportingConcerns.aspx or externally at https://www.kyndryl.com/us/en/company/report-concern.
Report cybersecurity or data incidents, including potential or actual systemand data breaches, and inadvertent disclosures here.
All reports received by Kyndryl are taken seriously, handled confidentially tothe fullest extent possible, and addressed in a timely and appropriate way.

1. WE COMMIT TO INTEGRITY AND COMPLIANCE

1.7 No Retaliation
Kyndryl prohibits threats or acts of retaliation for (1) reporting in good faithpotential wrongdoing or inappropriate behavior, (2) refusing to act inviolation of the Code, Kyndryl Policies, or law, or (3) cooperating with aninvestigation. If you believe you have been retaliated against, report it
through Kyndryl’s Reporting Concerns portal or hotline and Kyndryl willtake appropriate action.

1.8 Cooperation
Kyndryl requires your cooperation to conduct investigations and audits for
Kyndryl’s internal controls and to respond to inquiries, audits, orinvestigations by customers, regulators, or others, and to address legal
matters, including litigation. You must fully cooperate in these matters. For
example, promptly, completely, and truthfully comply with all Kyndryl
requests; participate in meetings and interviews in a timely manner whenrequested; and provide and keep all relevant information (electronic orotherwise) as directed by Kyndryl.

Take note!
concerns through Kyndryl’s Reporting Concerns portal or
hotline. Also, an employee is not prohibited from reporting
possible violations of law or regulation to a government
agency, as permitted by law.

1.9 External Inquiries, Contacts, andCommunications
Kyndryl’s business is monitored by journalists, consultants, IT, securities
analysts, investors, regulators, and others. These people may see you as
having valuable expertise, and they may ask you to give your insights to them,with or without compensation. If contacted, do not respond to them on behalfof Kyndryl, whether in person, online through social media, by telephone, orotherwise. Instead, promptly notify the contacts below to identify both theappropriate person to respond and the appropriate response:› Communications, if contacted by journalists or bloggers› Analyst Relations, if contacted by consultants or IT analysts› Investor Relations, if contacted by securities analysts or investors› Sustainability, if contacted by environmental groups, government
agencies, business associations, or individuals about any matter involving
environmental policy, declarations, principles, practices, or programs› Government Affairs, if contacted about public policy or lobbying matters› Legal, if you receive a request for information, a legal notice, or an audit
request related to Kyndryl’s business from a customer, attorney,
investigator, law enforcement, or other government official, or if you are
asked to testify on behalf of Kyndryl in a legal proceeding or before anagency, legislative, or other public hearing
Nothing in the Code prohibits you from communicating directly with any
government agency or entity, without prior consent of, or notification to,
Kyndryl to the extent permitted by law and applicable rules of professional
responsibility.

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1. WE COMMIT TO INTEGRITY AND COMPLIANCE

1.10 Speaking Publicly and Social Media
When you speak out in a public forum or on social media, you must make it
clear that you do so as an individual. Do not give the appearance of speaking
or acting on Kyndryl’s behalf—only certain people are authorized to do so.
Anything said or written in public—from the town square to social media
sites—will remain accessible longer than you intended, and may be read at
any time by anyone—whether a customer, competitor, colleague, journalist,
investor, or regulator. When using social media, follow all applicableguidelines issued by Kyndryl for using social media. Follow Kyndryl’s Brand
Guidelines authorization process and obtain your manager’s approval before
submitting a request for a social handle using Kyndryl’s name, trademarks, oroffering names.

Take note!
If you, as an employee, wish to, or are asked to speak at an
event:› that will be covered by the media, contact
Communications beforehand› where investors or analysts will be the target audienceor are likely to attend (for example, trade shows orcustomer-sponsored events), contact Investor Relations
to determine whether Kyndryl’s participation isappropriate and, if so, who should participate on
Kyndryl’s behalf
Even if you are simply attending an event (not as speaker),
be aware that you are not authorized to speak on Kyndryl’s
behalf to the media or analysts/investors in attendance.
Forward any inquiries you receive to Media Relations or
Investor Relations, respectively.

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THE KYNDRYL CODE OF CONDUCT2.
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11

We Meet Our Legal
Obligations

Wha
hatt is“anything of
value
ue””?

2.1 Protecting Against Corruption
Kyndryls act with trust, transparency, and integrity always, and we nevercompromise our values, standards, or reputation to accomplish businessobjectives. We win by delivering exceptional services and value to ourcustomers through honest and ethical business practices, and we do nottolerate or engage in illegal activities, such as corruption or bribery, to achieve
our goals.
Kyndryl strictly prohibits bribery and kickbacks of any kind, and we comply
fully with all applicable anti-corruption and bribery laws wherever we
operate, globally.
Kyndryls are expected to adhere to the following:› Never offer or give anyone, or accept from anyone, anything of value thatis, or could be viewed as, a bribe, kickback, or other improper benefit

Watch out!
What are “Facilitation Payments”?
Facilitation or “grease” payments are typically solicitedby and made to a government official in cash to speed up
or expedite the performance of a routine administrative
service that the party is already entitled to receive. Even
where some country laws may allow for narrow
exceptions to this practice, Kyndryl strictly prohibits
facilitation payments in any form. Contact Legal or Trust& Compliance if you have questions or need additional
support.

12

THE KYNDRYL CODE OF CONDUCTAnything of value means just that: Anything,including money, meals, gifts, entertainment,
transportation, travel, accommodations, event
entrance fees, charitable contributions, and even
employment or internships (paid and unpaid). If
you are unsure or have questions, seek help andguidance before acting.

2. WE MEET OUR LEGAL OBLIGATIONS› Never improperly attempt to influence a person’s or entity’s relationshipwith Kyndryl, whether to obtain or retain business or get some otherbenefit or advantage› Never promise or offer anything of value to government or foreign
government officials to improperly gain a business advantage› Do not make such payments or offer such benefits through others (forexample, agents, contractors, consultants, partners, trade associations, or
suppliers)› Keep accurate and complete books and records of third-party
transactions› Do not pay facilitation payments to government officials to speed up or
expedite routine administrative services we are already entitled to (e.g.,
obtaining a permit)

2.2 Giving and Receiving Business Amenities
and Gifts
In our day-to-day business activities, we may offer and receive customarybusiness amenities (like meals and entertainment) and, in limited
circumstances, gifts to promote Kyndryl offerings, build goodwill, andstrengthen working relationships. You must follow Kyndryl Corporate
Instruction FIN/LEG 168 and obtain required pre-approvals before giving
or receiving business amenities and gifts.

GivingWatch out!
When working with alliance partners, prime contractors,
suppliers, or others, watch for warning signs of corruption
and bribery, such as:› Discrepancies in records or unexplained payments› Deep discounts, high margin, or abnormally high prices› Lack of skills or resources to do the job› Parties with no legitimate purpose in the deal
› Extravagant expenses› Suspicious personal relationships or businessarrangements› Monitor third parties working with us, or on our behalf, toprevent corruption and bribery› Follow all Kyndryl policies and procedures regarding gifts
and entertainment› Immediately report any suspected wrongdoing to Trust &Compliance, Legal, or through Kyndryl’s Reporting
Concerns portal or hotline
Anti-corruption laws around the world make bribery acrime. Some laws, like the U.S. Foreign Corrupt Practices
Act and Brazil’s Clean Company Act, focus on bribery of
government officials or employees of government owned
entities (GOEs). Others, like the UK Bribery Act, also
prohibit bribery of employees of commercial entities.

Get your manager’s approval before giving business amenities or gifts toothers. Finance and Legal approval must be obtained through theCompliance with Transportation, Entertainment, and BusinessAmenities (CTEBA) process before giving amenities over a certain value togovernment officials, employees of government entities, other GOEs, or, insome countries, employees of commercial entities.
Many jurisdictions restrict giving amenities or gifts, directly or through

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2. WE MEET OUR LEGAL OBLIGATIONS

others, to a government official or an employee or representative of agovernment entity, other GOE, or, in some cases, commercial party. Make
sure you understand the anti-bribery laws, ethics rules, and gift and otherlaws that apply where you work before offering anything of value to anyone.
If you have any questions, don’t guess. Ask your manager, Government
Affairs, Legal, or Trust & Compliance—they can help.
Employment and Internships: Never promise or provide employment orinternships for the purpose of obtaining a business advantage or otherpreferential treatment for Kyndryl. Hiring (including paid or unpaid
internships) must be in accordance with applicable Human Resources
policies and processes.
Charitable Contributions: Follow Kyndryl Corporate Social Responsibility
policies and processes before giving a charitable contribution, grant, or
donation on behalf of Kyndryl. This includes sponsoring events hosted by
non-profits and making other contributions of any kind. Never make, or ask
someone else to make on Kyndryl’s behalf, a charitable contribution to
obtain a business advantage or preferential treatment for Kyndryl.

Receiving
Neither you nor any member of your family may, directly or through others,
solicit or accept from anyone money, gifts, referral fees, meals,
entertainment, transportation, travel, or any other business amenities that
could influence, or reasonably give the appearance of influencing, Kyndryl’s
business decisions. If you or your family members receive any gift or
business amenity (including money), even if unsolicited, notify yourmanager and take appropriate measures, which may include returning or
disposing of what you received.

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THE KYNDRYL CODE OF CONDUCTWatch out!
Be alert for suspicious transactions, such as:› Payments made in currencies other than the currency
specified in the contract› Overpayments and requests for refunds› Unusual fund transfers to or from parties or countries
not involved in the deal

2.3 Preventing Money Laundering and Financing
Terrorist Activities
We must comply with applicable laws prohibiting money laundering andterrorism financing. Kyndryl has implemented policies and processes tohelp prevent and detect inappropriate or suspicious activities. Employees
who are responsible for making or receiving payments on behalf of Kyndrylmust guard against the use of our funds, offerings, and services forpurposes of money laundering, terrorism financing, or other criminal activity.
Bypassing any of these policies or processes could, even unintentionally,
result in non-compliance.
Report any suspicious transactions or payments, or raise questions to yourmanager, Legal, Trust & Compliance, or through Kyndryl’s Reporting
Concerns portal or hotline.

2. WE MEET OUR LEGAL OBLIGATIONS

2.4 Selling in the Public Sector
Public sector procurement laws are designed to ensure that products andservices sold to, or for the benefit of, a government entity or other GOE areprocured at fair and reasonable prices.
› Sole source: Kyndryl accepts sole source contracts only if the customer
has made an exception to competitive procurement rules and Kyndrylhas not improperly influenced that exception. Review all potential solesource procurements with Kyndryl Legal or Contracts & Negotiations
before proceeding and comply with any applicable sole source
guidelines in your country.
› Access to information: Do not, directly or indirectly, obtain oral or written
information (including advance copies of solicitation or tender documents
and government planning and budgetary documents) that has not been
made available to the general public or to all bidders, or that is subject torestrictions regarding its use. Do not seek or obtain non-publicly available
information regarding competitors’ bids or the decision-making process ofthe government entity or other GOE. It is your responsibility to make sure
you have only appropriate information. If you are uncertain about any
information, consult with Kyndryl Legal.

Watch out!
Current and former government employees may need
government clearance before discussing employment
with Kyndryl. Requirements differ by jurisdiction—checkwith Legal.

› Pre-bid activities: Be careful when communicating with government
agencies on procurement matters—contact the agency only through theperson(s) designated by the government for a solicitation. Do not prepare asolicitation document on behalf of a public sector customer, even at thecustomer’s request; submit any anonymous documents, such as white
papers, to a public sector customer; or encourage a public sector customer
to sign an agreement before an award is made to Kyndryl. Doing so may
prevent us from subsequently bidding.
› Hiring and business opportunities: Do not discuss business or
employment opportunities that could personally benefit any public sector
employees involved in procurement planning or decisions (or their family
members) before or during the course of a bid. Ethical and legal
restrictions may apply before and after Kyndryl wins the bid, and on an
ongoing basis during and after government employment.
› Fulfilling contract requirements: Do not ship, provide, or invoice
products and services to a government entity or other GOE until Kyndryl
receives a valid order (e.g., purchase order) containing terms andconditions acceptable to Kyndryl.
› Using agents and consultants; teaming with competitors: Prior
approval of Global Procurement and Legal is required before using any
agents or consultants on public sector procurement deals. Teaming withcompetitors on public sector deals presents several risks—consult withKyndryl Legal.
› Contingent fees: A contingent fee is a fee paid by one party to anotherparty for securing business for the first party. Some jurisdictions prohibit
paying or receiving contingent fees for sales to a government entity orother GOE. Get approval from Kyndryl Legal and Finance before agreeing
to contingent fees or other incentives.
If you have any questions or need help, consult your manager, Legal, or Trust& Compliance. If you are aware of or suspect any violation of theseguidelines or public sector procurement law, report it through the Reporting
Concerns portal or hotline.

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2. WE MEET OUR LEGAL OBLIGATIONS

2.5 Lobbying
Any contact with government personnel intended to influence legislation,
policies, or government action may be considered lobbying, including
submissions in response to government requests for comments on public
policy matters. Under some laws, lobbying even includes normal marketing,procurement, and sales activities directed to government customers. You
are responsible for knowing and complying with all relevant lobbying andassociated gift laws and reporting requirements. You must obtain priorapproval from Government Affairs to lobby or to authorize anyone else—likea consultant, agent, trade association, or alliance partner—to lobby(including taking any action which may be considered lobbying underapplicable law) on Kyndryl’s behalf.

2.6 Visiting Kyndryl Property—Government Officials
and Candidates for Public Office
Political campaigning is not allowed on Kyndryl property. Get approval
from Legal before inviting current or former public officials and candidates
for public office to a Kyndryl site or Kyndryl-sponsored event.

Will Kyndryl reimburse travel expenses or pay honoraria for public
officials in connection with a Kyndryl speaking engagement?
If permitted by applicable law and with prior approval of Legal, Kyndryl may
reimburse the actual and reasonable travel expenses incurred by a public
official in connection with an approved Kyndryl speaking engagement, but
Kyndryl generally does not pay honoraria.

Wililll Kyndry
dryl rereimburse tr
travel ex
expenses or papayhonoraonoraria ffo
or public ofofficia
icials in connecti
connection wit
with aKyndr
dryyl spespea
aking engagemen
engagementt?

If permitted by applicable law and with prior approvalof Legal, Kyndryl may reimburse the actual andreasonable travel expenses incurred by a public official
in connection with an approved Kyndryl speaking
engagement, but Kyndryl generally does not pay
honoraria.

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THE KYNDRYL CODE OF CONDUCT

2. WE MEET OUR LEGAL OBLIGATIONS

2.7 Complying with International Trade Requirements
Exports
Kyndryl’s offerings, source code, technical data, and technology are subject
to both U.S. and local export laws and regulations—regardless of where you
work—because Kyndryl is a U.S. company. Export laws and regulations
affect many Kyndryl transactions including: intra-company transactions,
technology transfers, transactions with other parties (customers, suppliers,and original equipment manufacturers), and use of alliance partners, prime
contractors, or others to complete a delivery or provide a service. Kyndrylmust validate that it has the authorization to export under U.S. export
regulations and any applicable non-U.S. laws and regulations before
Kyndryl offerings can be exported, re-exported, or delivered anywhere.

Defense Articles and Services
If Kyndryl’s business with government agencies or contractors involves theprovision (including brokering) of products, technical data, or services relating
to military applications or defense articles, the U.S. International Traffic in Arms
Regulations (ITAR) may apply to your activities. U.S. Government authorizationis required prior to any transfer or disclosure of U.S. defense articles or services
outside the U.S. or to non-U.S. persons. Other countries apply similar
restrictions on transfers and disclosures of their defense articles and services.
Consult with Kyndryl’s Trade Compliance Office.

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2. WE MEET OUR LEGAL OBLIGATIONS

RememberExport laws and regulations cover, for example:› Physical shipments, electronic transfers, and remote
access to software or technology› Design, development, and delivery of hardware,
software, and solutions› International travel with Kyndryl products, technology,
or assets (such as a tablet or laptop)› Providing technical specifications and performancerequirements to suppliers› The cross-border transfer of personal knowledge ortechnical assistance› Disclosures of Kyndryl technology to recipients who
are not citizens or permanent residents of the country
in which they are locatedEmbargoed & Sanctioned Countries
Kyndryl’s subsidiaries around the world may be subject to U.S. embargoes andsanctions, in addition to local trade restrictions. The U.S. government has
economic and trade sanctions against targeted countries and conducting
business activities from an embargoed or sanctioned country may be prohibited
unless authorized by the U.S. government. The U.S. and other countries currently
maintain embargoes against Cuba, Iran, North Korea, and Syria; and sanctions
on Belarus, Russia, and Russian-occupied regions of Ukraine. Contact Kyndryl’s
Trade Compliance Office before engaging in any activity involving a U.S.
embargoed or sanctioned country as it may be prohibited.

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THE KYNDRYL CODE OF CONDUCTImports
Kyndryl must also comply with all applicable import laws, regulations, andrequirements when engaging in international trade, including obligations
under supply chain security and other trusted partnership programs. In
addition to the cross-border movement of physical items, import
implications may result from other activities, such as:› Change in manufacturing location, processes, or source of supply› Customer activity requiring cross-border delivery› Shipment of marketing samples or prototypes cross-border› Calculation of product intra-company prices for sales to a Kyndryl
location in another country› Determination of product country of origin› Maintenance of accurate data and records for product inventory, sales,and shipment

2.8 Complying with Antiboycott Requirements
Kyndryl, its subsidiaries and affiliates, and their agents are prohibited fromcomplying with or supporting a foreign country’s boycott of a country thatis friendly to the United States. Kyndryl is required to report promptly to the
U.S. Government any request to support a boycott or to furnish information
regarding a boycott.

RememberContact Kyndryl Legal about any boycott-related requests,
including requests to: refuse business involving a particularcountry, its citizens, or companies active in that country;
issue negative origin certificates; or provide information
about business activities in a boycotted country.

2. WE MEET OUR LEGAL OBLIGATIONS

Remember
Before you travel, review Corporate Security’s travel
security recommendations when planning your trip tokeep you and Kyndryl’s assets safe.

2.9 Meeting Cross-Border Travel Requirements
Cross-border travel for Kyndryl business can raise immigration, payroll,corporate, and tax requirements and obligations under Kyndryl’s internal
policies or the laws of the destination country. For example, valid work
authorizations and documentation, such as a work permit or a work visa, areusually required prior to traveling if you are going to perform productive workin another country. Always comply with Kyndryl’s requirements for crossborder travel and provide accurate information to Human Resources. The
consequences for failing to do so can be serious for both you and Kyndryl.

Take note!
To the extent your job responsibilities involve recording,
implementing, reporting, or any other aspect of Kyndryl
ESG, Data Privacy, or IDE strategies, you must do soaccurately and in compliance with applicable Kyndryl
Policies.

2.10 ESG: Ensuring a Sustainable and Equitable Future
Kyndryl is committed to ensuring a sustainable and equitable future for all.
As a global IT services company, we recognize the potential that ouroperations have to impact the environments and communities in which we
work. At Kyndryl, we do not take that responsibility lightly. Through ourEnvironmental, Social, and Governance (ESG) strategy, we’re focused on
creating positive impact on the ESG issues most relevant to our company
and ensuring ethical operations. More information on our ESG strategy canbe found here.
As a fundamental part of our ESG strategy, we commit to ensuring
sustainable operations by meeting or exceeding all applicable government
requirements and voluntary requirements to which Kyndryl subscribes. We
use ISO systems and processes such as ISO certifications, frameworks, andsoftware solutions to manage our environmental footprint and energy uses,
risks, and opportunities for reducing our impact. Review our Corporate
Environmental Sustainability Policy or visit Kyndryl’s Environmental
Sustainability website to learn more about how we embed sustainability
into our business.
We strive to maintain equitable and inclusive operations. In addition to ourcommitment to addressing human rights issues, including modern slavery
and data privacy, Kyndryl promotes an inclusive and equitable workforce
through our Inclusion, Diversity, and Equity (IDE) strategy and in our supply
chain through our Supplier Diversity program.
Beyond our efforts to create an equitable future, Kyndryl believes in the
power of our employees to create a positive impact. Learn how you canvolunteer and donate to the issues you care about on Kyndryl’s volunteeringand giving platform, Deed.

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3.
20

THE KYNDRYL CODE OF CONDUCTWe Are Honest, Accurate, and Complete
3.1 Be Honest
The rules are simple: never make misleading or dishonest statements toanyone, and never engage in activities that could be considered unethical,
fraudulent, or otherwise unlawful.

RememberBoth making false statements and omitting important
facts are wrong.

Record and report only accurate, complete, and honest information. Neverreport information in a way that is intended to mislead or misinform those
who receive it. If you are unsure about the accuracy or completeness of any
information, don’t guess. Ask for help.
If you believe any information that you’ve recorded or reported to Kyndryl orothers is incorrect or has been misunderstood, promptly notify your manager
and Legal to determine the appropriate next step.

Watch out!
Some examples of dishonest or fraudulent reporting
include:3.2 Reporting and Recording Information
Kyndryls regularly provide, to Kyndryl and others, information and data,such as requests for reimbursement of business expenses, hours worked on
customer projects, or certifications.
We rely on Kyndryls to record and report honest, accurate, and complete
information. Under various laws, Kyndryl is required to maintain accurate
books and records. Misrepresentation can lead to civil and criminal penalties
for both you and Kyndryl, and the loss of business privileges, such as the rightto bid on business, export or import products, or even remain in business.

› Submitting false or inaccurate expense reimbursement
requests› Inaccurately recording the number of hours worked or
failing to report time (or overtime in accordance withKyndryl guidelines) worked, whether or not charged to acustomer› Submitting inaccurate information to Kyndryl’s tools orprocesses› Providing inaccurate or incomplete information to
Kyndryl or other parties, including during investigations,
audits, or other reviews› Making false or misleading statements in (or omitting
material information from) external reports or otherdocuments submitted to government agencies

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3. WE ARE HONEST, ACCURATE, AND COMPLETE

3.3 Understanding Financial Controls and Reporting
As a public company, Kyndryl must follow strict accounting principles andstandards, report financial information accurately and completely, and haveappropriate internal controls and processes to ensure that our accounting
and financial reporting complies with law. In other words, we must provide
full, fair, accurate, timely, and understandable disclosure in reports that
Kyndryl files with, or submits to, the Securities and Exchange Commission
and in other public communications made by Kyndryl. Violating accounting
and financial reporting laws can result in significant fines, penalties, andimprisonment.
The rules for accounting and financial reporting require the proper recordingof, and accounting for, revenues, costs, expenses, assets, liabilities, andcash flows. If you have responsibility or involvement in these areas, youmust understand and follow these rules. These rules also prohibit you fromassisting others to record or report any information inaccurately or makefalse or misleading financial reports. Never provide advice to others,
including customers, alliance partners, prime contractors, or suppliers, about
how they should record or report their own revenues, costs, expenses,
assets, and liabilities.

Take note!
Kyndryl must recognize revenue accurately. Be sure topromptly discuss with your manager, Accounting, or Finance
all factors that could impact revenue recognition, such asdeviations from standard Kyndryl payment terms,
non-standard warranties, contingencies in deals, deviations
from customary ordering procedures, or agreement
terminations, non-renewals, or scope reductions.

If you are aware of or suspect any improper or unethical accounting or
financial reporting, immediately inform Accounting, the General Auditor
Organization, or Legal, or report it through Kyndryl’s Reporting Concerns
portal or hotline.

3.4 Making Commitments and Obtaining Approvals
Kyndryl has established approval processes and delegation levels to help usprotect our assets, maintain appropriate controls, and run our business
effectively. Understand and follow the approval processes and delegationlevels that apply to your role. Do not make business commitments, including
modifications to pricing, contract, or service terms, without appropriate
approvals or contrary to delegation limits. All commitments must be reported
to Accounting to ensure the accuracy of Kyndryl’s books and records.

Watch out!
Do not make verbal arrangements or commitments or enter
into unapproved written commitments or side deals.

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THE KYNDRYL CODE OF CONDUCT

3. WE ARE HONEST, ACCURATE, AND COMPLETE

3.5 Retaining Records
Our records are valuable assets. Always follow Kyndryl’s Worldwide
Records Management Plan and document retention orders issued by
Legal for retaining and disposing of Kyndryl records. The plan applies toinformation in any media, including hard copy and electronic records, e-mail,wikis, blogs, apps, and records in collaboration tools.

Take note!
Kyndryl’s internal processes and controls are implemented
to help ensure we do business the right way. Make sure
you understand which Kyndryl processes and controls
apply to what you do. If you’re unsure, ask! If you think aprocess or control is unclear or could be improved, talkabout it with your manager, the process owner, or Legal.
Don’t bypass a process or control without an authorized
exception, and if you see others bypassing, saysomething. If a customer or other third party asks you to
bypass Kyndryl’s (or their own) controls, or assist them indoing so, notify your manager.

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23

4.
24

THE KYNDRYL CODE OF CONDUCTWe Compete, Win Business, andTreat Others Ethically
4.1 Working with Organizations Outside of Kyndryl
Whether you are selling, buying, or representing Kyndryl in any othercapacity, you must be ethical and lawful in your business dealings. Your
actions can directly affect Kyndryl’s competitiveness, reputation, andcompliance with applicable laws.
Kyndryl regularly works with other organizations—subcontractors, prime
contractors, suppliers, consultants, agents, alliance partners, andcompetitors—and frequently has multiple relationships with thesecompanies. You must understand these relationships and act in accordancewith our guidelines.
Working with other parties can present risks—Kyndryl can be held liable forthe misconduct of these other parties. For example, if we know or havereason to believe a supplier will offer or accept a bribe or kickback, Kyndryl
may be held accountable, even if Kyndryl does not authorize or condone it.
We require other parties with whom we interact to comply with many
Kyndryl guidelines and meet our high standards of integrity in their work forus. If you are aware of or suspect another party is acting unethically orillegally, immediately report your concern to Legal or Trust & Compliance or
through Kyndryl’s Reporting Concerns portal or hotline.

4.2 Working with Government Entities and Other
GOEs
Kyndryl engages with government entities or other GOEs in many ways—for
example, as customers, suppliers, consultants, or prime contractors. GOEs
include both government entities and state-owned enterprises.
Government entities are government agencies, departments, branches,
instrumentalities, and public enterprises, whether regional, national, or local,
as well as:› Government-owned or -controlled schools, hospitals, utilities, and otherorganizations that provide public services;› Public international organizations, such as the United Nations or World
Health Organization; and› Entities that procure under public procurement laws and regulations
State-owned enterprises can be any other type of entity, even those that are
privately held or publicly traded, that are owned, controlled, organized, orsponsored by a GOE or a government official. A government official is an
officer or employee of a GOE as well as any private individuals or entities
acting in an official capacity on behalf of one.
Dealing with GOEs, their representatives, and government officials or their family
members raises unique business and compliance issues, and you must follow
Kyndryl’s established processes and controls to address them. Before you
engage in any business, marketing, or sales activities, it is your responsibility
to determine if the party you are dealing with is a GOE or a government
official (or a family member of one). If you are uncertain, don’t guess.

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25

4. WE COMPETE, WIN BUSINESS, AND TREAT OTHERS ETHICALLYTake note!
entity. Ask yourself:› Are the employees of the entity public officers or civil
servants?
› Does a government entity or GOE “control” the entity,
for example, through the ability to appoint directors or
senior management or through regulations?
› Are its activities financed by a government entity?
If the answer to any of these questions is yes, it is likelythat the entity is a GOE.

4.3 Working with Suppliers
Kyndryl works with many suppliers worldwide, purchasing both for its internal
use and in support of customer engagements. In general, all purchases fromsuppliers must be negotiated, signed, and managed by Global Procurement,
unless a delegation is in place.
In deciding among competing suppliers, whether you are a procurement
professional or a business person involved in a purchasing decision, review thefacts about each vendor in order to find the best supplier, regardless ofwhether it is a large or small purchase.
Never exert or attempt to exert influence to obtain special treatment for aparticular supplier. Even appearing to do so can undermine the integrity of ourestablished procedures. Similarly, avoid conflicts of interest in a procurementtransaction by following the principles in Section 5.2.

26

THE KYNDRYL CODE OF CONDUCT

4.4 Working with Kyndryl Alliance Partners and Others
Kyndryl has relationships with other parties that help us deliver oursolutions.
If you work with these alliance partners, prime contractors, or others, youmust follow the sales, marketing, and services guidelines that apply. You
must also understand and abide by any specific requirements for these andother similar parties when dealing with government entities and other GOEs.

4.5 Dealing with Competitors
Competition laws, also known as monopoly, antitrust, fair trade, or cartel
laws, are intended to prevent interference with the functioning of acompetitive market system and exist in almost all countries where we dobusiness. Prohibited conduct may include: colluding with others to fix
prices or divide territories, illegally monopolizing an industry, or unlawfully
abusing a dominant position.

4. WE COMPETE, WIN BUSINESS, AND TREAT OTHERS ETHICALLY

Watch out!
Exchanging competitive information with employees
of a competitor can be a crime in certain
circumstances.

Contacts with competitors require extra care. Avoid discussion of orcollaboration on proprietary or confidential information, including pricing
policies, contract terms, costs, inventories, marketing and solution plans,
market surveys and studies, production plans and capabilities, andallocating customers or territories. Such discussions may be illegal.
If a competitor raises a prohibited subject, stop the conversation
immediately and inform the competitor that you will not discuss thesematters. If the competitor continues to discuss the prohibited subject, leave
the meeting and immediately report the incident to Kyndryl Legal.
Collaborating with competitors creates risk. It is your responsibility to understandthe rules that apply to such activities and to avoid prohibited subjects. Obtainprior approval of your manager and seek advice from Kyndryl Legal before
collaborating with competitors, including competing alliance partners.

4.6 Competing EthicallyKyndryl sells its solutions and services on their merits. You should compete
vigorously for business, but always ethically and in compliance with ourpolicies and the law, no matter how competitive the environment.
Never make false or misleading statements about Kyndryl and its solutions
and services or other companies, including competitors and their products
and services. Always be accurate, complete, and honest. Be sure allcomparisons to competitors are substantiated. In certain countries,
comparative advertising is prohibited or limited.

Are ananyyccoommunic
municaationswithith compet
competitors
acceptcceptable
ble?
?

Yes. Kyndryl and its competitors may attend
conferences or trade association meetings
where subjects of general interest are
discussed without violating the law. Other
acceptable contacts include sales to andpurchases from other companies in our
industry and approved participation in joint
bids. Employees may also participate in Open
Source communities and Standards
Development Organizations with competitors,
provided proper care is taken with Kyndryl
proprietary information.

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27

4. WE COMPETE, WIN BUSINESS, AND TREAT OTHERS ETHICALLY

4.7 Acquiring and Using Information About Others
In today’s highly competitive environment, it is critical that Kyndryls know
and understand our competitors’ offerings. Kyndryl may also acquire
information about individuals or organizations, including competitors, that
we do business or engage with. Kyndryl properly gathers this kind of
information from legitimate sources for legitimate purposes, including
extending credit, evaluating suppliers, and evaluating our own offerings andmethods.
Do not engage in or facilitate any improper or illegal practices, such as
wiretapping, surveillance, hacking, bribery, theft, trespassing, misuse ofsocial platforms, or pretexting, to gather intelligence or obtain trade
secrets or confidential or sensitive information. Do not hire or pay acompetitor’s employees to obtain such information. Do not accept or use
information if you have reason to believe it may have been obtained
improperly or illegally.
Treat information about other organizations and individuals with sensitivity
and discretion. Use it in the proper context and consistently with the purpose
for which you were provided access. Share it only with those who have alegitimate need to know. Whenever possible, aggregate or anonymize
information to avoid disclosing the identity of organizations or individuals.

Watch out!
If you receive a competitor’s confidential information(such as a pricing proposal), by mistake orintentionally, from a client or other party, do notreview it, distribute it, or otherwise use it. Instead,
immediately call Kyndryl Legal or Trust & Compliancefor guidance on how to proceed.

28

THE KYNDRYL CODE OF CONDUCTTake note!
Kyndryl manages valuable data of our customers. Trust,transparency, privacy, and ethics must guide both ourhandling of customer data and insights and our responsible
development and deployment of new technologies,
including artificial intelligence products and services.

5.
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29

We Separate Our Personal Interests
From Our Business Responsibilities

5.1 Acting on Your Own TimeWe all have lives outside of work—families, friends, interests, commitments,and obligations. Balancing competing demands for our time and attention
can be challenging, but we must always be careful that our personal
activities do not create a conflict of interest or potential conflict of interest
with our Kyndryl obligations.

5.2 Avoiding Conflicts of Interest
A conflict of interest arises when a personal interest conflicts with Kyndryl’s
business interests. Even the appearance of a conflict of interest can beproblematic. Potential conflicts of interest can arise in many different
circumstances, for example, when selecting a Kyndryl supplier or alliancepartner; taking a side job or starting your own business; or volunteering for a
non-profit, to name just a few. You must raise any potential conflicts ofinterest with your manager for evaluation. Failure to do so can result in
disciplinary action, including dismissal.

30

THE KYNDRYL CODE OF CONDUCTTake note!
Membership on the board of directors, advisory board,
advisory council, or similar position at another company orentity could result in a conflict with Kyndryl’s interests. You
must get the prior review and approval of your management
and Kyndryl Legal as necessary under our processes.

5. WE SEPARATE OUR PERSONAL INTERESTS FROM OUR BUSINESS RESPONSIBILITIESEngaging in Business with Kyndryl
You may not be a supplier or alliance partner to Kyndryl or work for a supplier oralliance partner to Kyndryl in any capacity—as an employee, a representative, aconsultant, a contractor, a subcontractor, or a member of its board of directors
or an advisory board or council—unless you obtain the prior approval of senior
management and Kyndryl Legal or, for directors and Executive Officers, thetransactions are reviewed, approved, or ratified pursuant to Kyndryl Holdings,
Inc. applicable policy.
You may not accept money or other benefits of any kind for any advice orservices you may provide to a supplier or alliance partner in connection with its
business with Kyndryl. You may, however, accept promotional discounts
generally offered to the public by transportation companies, hotels, auto rental
agencies, and restaurants and other business amenities as permitted under
Corporate Instruction FIN/LEG 168.

Assisting a Competitor
Providing assistance to a competitor is an obvious conflict of interest, and you
may not work for a competitor of Kyndryl in any capacity—as an employee, a
representative, a consultant, or a member of its board of directors or anadvisory board or council.

Competing against Kyndryl
Outside the office, you may wish to engage in activities that generally relate
to technology, business advice, or other solutions or services Kyndryl offers
its customers. However, any such outside activities, if they conflict orcompete with Kyndryl’s business interests, are prohibited. Because Kyndryl
is rapidly expanding into new lines of business and areas of interest, thelines of acceptable activity are continually changing. You must disclose any
such outside activities in advance so that your manager can determine

whether your planned activities compete with any of Kyndryl’s actual or
potential businesses. If approved, you must periodically thereafter update
your manager on your outside activities to confirm that circumstances havenot changed to give rise to a conflict.

Personal Financial Interests
You may not have financial interests in any organizations or companies(whether public or private, large, or closely held) with which Kyndryl does
business, such as suppliers, customers, competitors, or alliance partners, if thatinterest could create or give the appearance of a conflict of interest withKyndryl. You must consult with your manager if you think any of yourinvestments raise conflict of interest issues. Do not evade these investment
restrictions by acting indirectly through anyone else.

Take note!
Ask yourself the following to help you determine if afinancial interest is improper:› What is the extent and nature of the relationshipbetween Kyndryl and the other company?
› What is the size of my investment in relation to my salaryand other family income and investments?
› Am I being offered these investments only because I
work at Kyndryl?
› Could my actions as a Kyndryl employee affect, or
appear to affect, the value of my investment in the othercompany?
› Do I have any involvement, direct or indirect, in deciding
whether Kyndryl does business with this company?

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31

5. WE SEPARATE OUR PERSONAL INTERESTS FROM OUR BUSINESS RESPONSIBILITIESIndependently Developing Intellectual Property
Kyndryl understands employees may have interests in developing
intellectual property outside of Kyndryl and Kyndryl supports such efforts
as provided in On Your Own Time—Guidelines for Developing IP and
Kyndryl’s Open Source Guidelines, but it is your responsibility to maintain
Kyndryl’s confidential and proprietary information and avoid conflicts ofinterest. Consult with your manager and Legal.

Managers take note!
When you as a manager learn of a potential conflict ofinterest, you should:› Obtain all of the relevant information (who, what, where,
when, and why)
› Review available manager conflicts of interest guidance› Consult with Legal and Human Resources, as required,or if you have any questions

Family and Close Relations Working in the Industry
Close ties to others working in the industry—a spouse, domestic partner,family member, close friend, and the like—present special security,
regulatory, and confidentiality concerns. Such a personal relationship might
result in the inadvertent compromise of Kyndryl’s business interests.
Disclose to your manager any such relationship. Frequently, periodic
reminders and careful attention to avoiding inadvertent disclosure of
Kyndryl’s or another party’s assets will help minimize risks to Kyndryl’s
interests. However, in some instances, a change in your job responsibilitiesor those of the other person involved may be necessary.

32

THE KYNDRYL CODE OF CONDUCTTake note!
If you have a close relationship with a supplier to Kyndryl or
any other entity Kyndryl does business with, or to someone
employed by one, there is a potential conflict of interest,
particularly if your work involves working with, using, or
selecting the entity. Seek advice from your manager and, if it
is a supplier, the Kyndryl Procurement Ombudsman, tomitigate any conflict of interest.
If you have a family or romantic relationship with someone
working for Kyndryl and you are in a position to makeemployment decisions about them (hiring, promotion,
salary, etc.), inform your manager and Human Resources sothat any conflict of interest can be appropriately addressed.

Other Types of Conflicts
Having another job, in addition to your Kyndryl employment, may create
other types of conflicts. Prior to accepting or if you have secondary
employment in another business, you must disclose such employment andthe scope of your secondary job role to your manager. Even if suchsecondary employment does not create a conflict of interest, the extent towhich your secondary job could materially impact the performance of yourKyndryl responsibilities, including scheduling conflicts, needs to beevaluated. Any secondary job that could directly or indirectly lead to thedisclosure or use of Kyndryl confidential information, intellectual property, orother assets is prohibited. Any work for another organization involving
activities that are inconsistent with Kyndryl’s values or policies may beprohibited.

5. WE SEPARATE OUR PERSONAL INTERESTS FROM OUR BUSINESS RESPONSIBILITIES

5.3 Avoiding Personal Benefit from Corporate
Opportunities
Kyndryls owe a duty to Kyndryl to advance Kyndryl’s legitimate interests
when the opportunity to do so arises. As described above, Kyndryls may notcompete against Kyndryl. In addition, Kyndryls may not:› Take for themselves opportunities that are discovered through the use of
Kyndryl property, information, or their position at Kyndryl; or› Use Kyndryl property, information, or their position at Kyndryl for improper
personal gain

5.4 Steering Clear of Insider Trading
During your employment with Kyndryl, you may become aware of
information about Kyndryl or other companies that has not been madepublic. Using or disclosing this inside information for your financial or otherpersonal benefit is unethical and against the law. Inside information ismaterial information that is not available to the general public that areasonable investor would consider important in a decision to buy, sell, or
hold a company’s securities. In short, any information that could reasonably
affect the price of such securities is material information. Either positive or
negative information may be material.
Violation of these laws may result in civil and criminal penalties, including
fines and jail sentences. Kyndryl will not tolerate the improper use of inside
information. These prohibitions apply anywhere in the world where we dobusiness.

Do not buy or sell Kyndryl securities or securities of a customer, supplier, orother party while you are aware of inside information about Kyndryl or thatcompany. For example, if you know that Kyndryl is considering a significant
relationship with a supplier, do not buy or sell the securities of thatcompany until after the information becomes public.
Certain officers of Kyndryl, Kyndryl’s directors, and certain other Kyndryls
are subject to certain restrictions on trading in Kyndryl securities, including
trading windows or required pre-approval, as set forth in Kyndryl’s
Securities Trading Policy. If these trading restrictions apply to you, you will
be notified and you will receive additional information regarding the
restrictions on trading that apply to you. All Kyndryls must comply withKyndryl’s Securities Trading Policy.

Watch out!
Do not disclose to anyone outside of Kyndryl, including
your family members, or to your Kyndryl colleagues who
do not have a business need to know:› Inside information about Kyndryl’s financial
performance, including unannounced earnings anddividend actions, acquisitions or divestitures, and othersignificant activities affecting Kyndryl; or› Inside information about Kyndryl or any other company

The rules are simple: do not improperly use or disclose inside information;and do not evade these guidelines by acting through anyone else or by
giving inside information to others for their use, even if you will not financiallybenefit from it. If you have any questions about what you can or cannot do,
consult Legal.

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33

5. WE SEPARATE OUR PERSONAL INTERESTS FROM OUR BUSINESS RESPONSIBILITIES

5.5 Participating in Public Service and Political
Activity

Take note!
Some jurisdictions have “pay-to-play” laws that impact
public sector contractors, like Kyndryl. If you are in asenior position within Kyndryl or if you have responsibility
for negotiating or overseeing government contracts, you
and your family members may be restricted from giving
personal political donations in some jurisdictions.

As a good corporate citizen, we encourage Kyndryls to participate in theircommunities. Speak with your manager to determine the proper approach if
you think your personal activities could create a conflict of interest.

Public Service
Your participation in public service may create a conflict of interest for
Kyndryl. As a board or committee member of a civic organization, forexample, you may be confronted with a decision involving Kyndryl, such as adecision to purchase Kyndryl offerings, and your interest in Kyndryl and yourobligation to the civic organization might pull you in opposite directions.
Make it clear that you are a Kyndryl employee to avoid any perception thatyou concealed your association with Kyndryl and consider abstaining fromparticipating in any decision-making on matters involving Kyndryl. Seek advice
from the civic organization’s lawyer and from Kyndryl Legal, as needed.

Understand and comply with all restrictions that apply to
you and contact Kyndryl Legal with any questions.

Political Contributions and Endorsements
Kyndryl will not endorse, support, or make contributions or payments to any
political parties or candidates, including through political action committees,
campaign funds, trade or industry associations, or similar organizations. For
example, Kyndryl will not purchase tickets, pay fees, or reimburse expenses
for any event where any portion of the funds will be used for election
campaigns.
Do not make any political contribution as a representative of Kyndryl, and do
not use work time or Kyndryl assets in support of political parties orcandidates—using work time or assets would be the equivalent of acontribution. Kyndryl will not reimburse you for any personal contributions
you make.

Political OfficeKyndryl will not pay you for time spent running for public office, serving as anelected official, or campaigning for a political candidate, unless required bylaw. You must consult with Kyndryl Government Affairs before filing
applicable forms, accepting a nomination to run for public office at any level,or accepting any political appointment.

34

THE KYNDRYL CODE OF CONDUCT6.
SERVING WITH INTEGRITY

35

We Protect Employees, Kyndryl Assets, and theAssets Belonging to Others
6.1 Maintaining a Safe and Productive Work
Environment
Kyndryls create and foster a safe, transparent, positive, and inclusive work
environment for all, and actively promote and embody inclusion and equity
throughout our company. We listen and engage broadly, and encourageothers to stay open and learn from diverse perspectives.
Kyndryl strives to maintain for its employees a healthy, safe, secure, andproductive work environment free from discrimination and harassment,
whether based on race, color, religion, creed, national origin, sex, gender,
gender identity or expression, sexual orientation, pregnancy, caste,genetics, disability, age, or any other factors prohibited by law or otherwise
unrelated to Kyndryl’s legitimate business interests. Kyndryl will not toleratesexual advances or comments, racial or religious slurs or jokes, or any otherconduct, such as bullying, that creates or encourages an offensive or
intimidating work environment.
Other prohibited conduct, because of its adverse impact on the work
environment, includes the following:› Threats or violent behavior› Possession of weapons of any type
› A manager having a romantic relationship with a subordinate› Use, distribution, sale, or possession of illegal drugs or any other controlled
substance, except for approved medical purposes

36

THE KYNDRYL CODE OF CONDUCT› Being under the influence of illegal drugs, controlled substances used fornon-medical purposes, or alcoholic beverages in the workplace› Consumption of alcoholic beverages by those who are of lawful drinking
age on company premises, unless approved in advance by your manager
If you believe you are the victim of prohibited workplace conduct, report itusing one of Kyndryl’s Reporting Concerns portal or hotline.
If Kyndryl management finds that your conduct on or off the job adversely
affects others or your ability to perform your job, Kyndryl may take any
action regarding your employment, including termination of employment,
subject to applicable law.

6.2 Protecting and Using Kyndryl Assets and Those
Owned by Others
Kyndryl has extensive assets of great value. They are critical to Kyndryl’s
success in the marketplace, and we rely on you to protect them.
Kyndryl’s assets include, for example, physical assets and systems that
Kyndryl makes available to employees for work, Kyndryl facilities andpremises, Kyndryl’s proprietary and confidential information, and Kyndryl’s
intellectual property. Our business may also require us to access and use
assets belonging to others, such as their proprietary and confidential
information, intellectual property, systems, data, or tools.

6. WE PROTECT EMPLOYEES, KYNDRYL ASSETS, AND THE ASSETS BELONGING TO OTHERS

Remember
You play a critical role in identifying, eliminating, andcontrolling health and safety risks. Take reasonable care foryour health and safety and that of others.
› Maintain accurate emergency contact information,
including your mobile phone number, so that Kyndryl may
contact you in the event of an emergency.
› Report unsafe conditions, accidents, and near misses
through your local Health & Safety process.
› Report suspicious activity or other security incidents toyour Site Security team.
› Know how and where to evacuate to in case of an
emergency.
› Be aware of what to do in an emergency to keep you andothers safe.
› Save Kyndryl security contact numbers on your mobile
device and know your location emergency numbers.

You must use Kyndryl’s assets, including company premises, facilities,
physical assets, and systems, only for Kyndryl’s legitimate businesspurposes. Kyndryl’s physical assets and systems include devices such as
laptops, tablets, and smartphones, information and communication
systems, and connections to the internet. Incidental personal use ofphysical assets and systems is permitted, however, if it is limited in duration,
does not violate Kyndryl Policies, and does not affect your productivity or
the productivity of others.
Do not use Kyndryl assets in ways that violate the law, that are inconsistent
with Kyndryl’s business interests, or to visit internet sites that feature sexual
content or gambling, or that advocate intolerance of others. Do not install or
use unauthorized tools or software on Kyndryl assets.

permitted by the other party; make sure you fully understand and follow theother party’s terms and agreements as well as any laws that may restrict
access to the assets based on privacy, citizenship, or other requirements.
Kyndryl’s business continuity policies are designed to protect our business
operations and meet regulatory requirements. You should understand andcomply with applicable Kyndryl business continuity policies, including
Corporate Instruction CIO 127 and Kyndryl’s Enterprise BusinessContinuity Standard.

6.3 Sharing and Receiving Proprietary andConfidential Information
Kyndryl’s proprietary information and intellectual property are Kyndryl
assets. They are the result of the hard work and innovation of many
employees, and they give Kyndryl a competitive advantage.
Some Kyndryl proprietary information is confidential; often, suchinformation is also subject to copyright, patent, trademark, trade secret, orother intellectual property or legal rights. You may not share Kyndryl
confidential information with, or accept confidential information from,another party unless your manager has approved and Kyndryl and theother party have signed a confidentiality or other suitable agreement

Take note!
Your words matter. Visit the Inclusive Language
Reference Guide to identify words that may show ability,
gender, cultural, and racial bias, have negative impact, or
may be offensive. Use the Term Submission Form topropose a new term for the Guide.

Use assets belonging to others, including customers, only to the extent

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6. WE PROTECT EMPLOYEES, KYNDRYL ASSETS, AND THE ASSETS BELONGING TO OTHERS

approved by Kyndryl Legal. Do not move or copy Kyndryl confidential
information or customer information to personal devices or accounts.
Improper disclosure of Kyndryl proprietary or confidential information
could threaten Kyndryl’s competitive advantage. Follow all Kyndryl
safeguards for protecting that information and share it only as authorized
by Kyndryl.
Note that neither the Code nor any other confidentiality or non-disclosureagreement applicable to current or former Kyndryls restricts you frommaking disclosures to any governmental entity that are protected under thewhistleblower provisions of any law or regulation, so long as (1) such
communications and disclosures are consistent with applicable law and (2)the information disclosed was not obtained through a communication thatwas subject to the attorney-client privilege (unless disclosure of that
information would otherwise be permitted by an attorney pursuant toapplicable federal law, attorney conduct rules, or otherwise). Any agreementinconsistent with the above language between Kyndryl and you is deemedinvalid and will not be enforced by Kyndryl.

Remember
Kyndryl proprietary information is any information that
Kyndryl owns, including:› Information about current and future products, services,or research and development› Business plans projections, such as potential
acquisitions or divestitures, unannounced strategies, orprospects› Earnings and other financial data
› Software in object or source code form
› Information in our online repositories and databases

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THE KYNDRYL CODE OF CONDUCT

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Proceedd with caution to prevent any
accusatioon that Kyndryl misappropriated ormisused the information. If you have aquestion about what to do if you receiv
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mail.

6. WE PROTECT EMPLOYEES, KYNDRYL ASSETS, AND THE ASSETS BELONGING TO OTHERS

6.4 Protecting Kyndryl Intellectual Property
Intellectual property includes inventions, copyrightable materials such assoftware and publications, trademarks, trade secrets, and other know-how.
We value our intellectual property because it is a valuable intangible asset
that elevates our credibility as a company and serves as a market
differentiator for our business.
When you joined the Kyndryl team, you undertook specific obligations
relating to the protection of intellectual property. This includes assigning
Kyndryl the intellectual property you create as a Kyndryl employee,
whether at work or otherwise, that relates to Kyndryl’s current or
anticipated business activities (with limited exceptions). Kyndryl is alsocounting on your help to protect its intellectual assets by following its IP
policies and processes. Please visit the embedded links below and IP Law
to familiarize yourself with these important safeguards.

Take note!
Audio and visual recordings could result in inappropriate
disclosure of proprietary or confidential information,
violate applicable law, and/or infringe the privacy ofothers. You may not make audio or visual recordings of
Kyndryl proprietary or confidential information, of
business discussions, or otherwise in the work
environment, unless you have a legitimate business needto do the recording and it is approved in advance bymanagement, except that you may use the videoconferencing recording functionality in accordance withthe applicable recording guidelines. Never record any
conversations (live, video conferencing, telephone, orotherwise) secretly or without notice to all participants.

Take note!
To protect Kyndryl data and proprietary and confidential
information, as well as assets belonging to others that are
in your care, take the following precautions:› Follow Kyndryl’s information security policies, controls,
and processes.
› Never share passwords. Never write down passwords
where others can find them.
› Register all devices used for Kyndryl business purposes,
such as laptops, mobile phones, servers, and personallyowned electronic devices, such as smartphones andportable storage media, as required by Kyndryl’s policy.
› Follow the special legal or other requirements that apply
to certain types of data, like health information.
› Participate in scheduled cybersecurity training.
› Do not use any personal accounts (e-mail, instantmessaging, social media, cloud storage, videotelephony,etc.) to conduct Kyndryl business.
› Maintain accurate and up-to-date employee andtemporary worker records to help ensure accesscredentials are appropriate.

6.5 Using Third-Party Materials
Kyndryl restricts employee use of third-party materials such as software
products, apps, cloud-based services, content, images, files, and data,
including those available for “free” on the internet to safeguard ourbusiness, customers, and ecosystems partners. Such materials may lacksufficient security requirements or contain malware that could threaten
Kyndryl’s network. They may have terms that Kyndryl cannot comply withor that expose Kyndryl to unfavorable outcomes such as audits, royalty

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6. WE PROTECT EMPLOYEES, KYNDRYL ASSETS, AND THE ASSETS BELONGING TO OTHERS

payments, and intellectual property infringement claims.

6.6 Protecting Trademarks and Domain Names

Whether you are using a Kyndryl-provided device or a BYO device, makesure any third-party materials you use for Kyndryl business purposes areapproved by Kyndryl for your intended use, and that you fully understandany applicable restrictions.

Trademarks are words, names, symbols, or designs used to identify anddistinguish a company and its products or services, and they are valuableassets. To protect our Kyndryl brand, all uses of the Kyndryl logo mustcomply with Kyndryl’s Branding usage guidelines and be approved by
Branding. All third party uses of the Kyndryl Logo, e.g., for events, alliances,and sponsorships, must be approved by Branding and IP Legal.

Generative AI technology such as Open AI’s ChatGPT, GitHub’s Copilot,
and Google’s Bard, has attracted widespread media attention and may
offer significant promise and potential. Current Generative AI technologies,
however, also raise numerous legal, reputational, and other risks that
require careful analysis. Stay informed about Kyndryl’s evolving policies
regarding use of Generative AI by visiting Privacy at Kyndryl.
Learn more about our third party materials solutions clearance process at

Similarly, we must avoid infringing the legitimate trademark rights of others
and help Kyndryl execute its brand strategy. Accordingly, all new names
proposed for external use or high visibility internal uses must be cleared by
Branding and IP Legal via Kyndryl Naming Tool at Kyndryl.anaqua.com (selectportal view).

IP Law Resource Center.

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› You can only purchase third-party material
from approved sources using Kyndryl
procurement procedures› You cannot purchase software, hardware,
service or any other materials directly fromthird-party marketplaces, app stores orother channels that bypass Kyndryl
procurement procedures› If you have questions about making apurchase, contact Kyndryl Procurement orLegal for support

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THE KYNDRYL CODE OF CONDUCT

6. WE PROTECT EMPLOYEES, KYNDRYL ASSETS, AND THE ASSETS BELONGING TO OTHERS

For more information regarding our brand-related approval processes,
contact branding@kyndryl.com or visit the internal Marketing website.
Registering new domain names, i.e. websites that are not hosted under
Kyndryl.com or Kyndryl.net, creates a security risk, and may infringe thetrademarks of Kyndryl or others. New domain name requests must be
approved by the Kyndryl webmaster in addition to Branding and IP Legal. For
more information, visit the Corporate Webmaster intranet site or contact
the Kyndryl Webmaster.

6.7 Guarding Against Cyber Threats
Third parties, like our customers, trust Kyndryl with their data and other assets,
and we rely on you to protect them—as well as Kyndryl’s own data and assets.
Violating Kyndryl’s information security policies puts Kyndryl assets, and assets
belonging to others, like customer data, at risk. Even well-intentioned actions,such as creating workarounds and shortcuts to improve service delivery or
downloading unapproved third-party software, can violate Kyndryl andcustomer security policies and result in IT or data security breaches.
If you are aware of or suspect an IT or data security issue or incident, or any lossof assets, including data, belonging to Kyndryl or others, report it immediately.

Watch out!
The default settings on some third-party products are
set at “public”—which means that anything you do orpost can be visible to others on the internet. This could
result in the loss of proprietary or confidential
information belonging to Kyndryl or others. Make sure
you follow Kyndryl security guidelines and use theproper security and privacy settings.

6.8 Protecting Assets, Business Interests, andEmployees
We rely on you to protect Kyndryl’s and others’ assets.
Kyndryl does not consider your use of Kyndryl assets to be private.
Therefore, you should not keep any personal items, messages, orinformation that you consider private anywhere in Kyndryl assets.
To protect Kyndryl employees, Kyndryl assets, and Kyndryl business interestsand subject to applicable laws, Kyndryl reserves the right at any time to:› Inspect your use of Kyndryl assets and personally owned electronic
devices (BYO devices), such as smartphones and portable storage media
used to conduct Kyndryl business or store Kyndryl assets, your office orworkspace, and your personal property, such as briefcases and bags,
located on or being removed from a Kyndryl location.
› Inspect, monitor, and recover through technical or other means and review
employee professional communications (including e-mails, texts, and otherinstant messages on collaboration platforms), records, files, and other items
Kyndryl finds in or through Kyndryl assets or BYO devices for any purposeto safeguard the interests of the company, including the protection of its
economic, commercial, financial, and business information; prevention ofillegal, offensive, or defamatory acts; and to ensure the continued secureand smooth operation of company computers.
› Terminate your use of, or access to, Kyndryl assets at any time, including
access through BYO devices.
Kyndryls are expected to cooperate with such inspections and company
actions. Kyndryl may share information and data with others, including its
outside counsel, other advisors, or law enforcement, subject to applicablelaw. Do not access another employee’s workspace, including e-mail andelectronic files, without prior approval from your manager or the employee.

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6. WE PROTECT EMPLOYEES, KYNDRYL ASSETS, AND THE ASSETS BELONGING TO OTHERS

Remember!
› Always secure your devices and safeguard
Kyndryl’s intellectual and physical property.
› All items containing confidential or sensitive
information should be cleared from your desk andlocked away, even when working from home.
› Keep personal belongings in a locked cabinet
when not In use.

6.9 Managing Personal Information
Kyndryl takes your privacy seriously. Not all countries have data protection
laws, but Kyndryl has privacy and data protection policies intended to protect
personal information wherever we use, process, or store it. Always comply
with applicable privacy laws and Kyndryl privacy policies.

6.10 Leaving Kyndryl
Kyndryl assets and materials belong to Kyndryl and you may not use themfor personal purposes or retain them if your Kyndryl employment terminates.
Kyndryl assets and materials include software, hardware, data, and anyother information or material (such as employee data, financial information,marketing data, code, project files, and product or program designs) you
develop or work on during the course of your employment.
If you leave Kyndryl for any reason, including retirement, you must return all
Kyndryl assets and materials to Kyndryl, including any that are on BYO devices.
You may not remove any Kyndryl assets or materials from Kyndryl either
physically or through any digital means. Do not, for example, transfer Kyndryl
assets or materials from your Kyndryl laptop, OneDrive, Sharepoint, or any
other Kyndryl repositories to a personal device or personal online storage.

Take Note!
We are all responsible for keeping Kyndryl facilities secure.
Follow security guidelines:› Prominently wear your Kyndryl ID at Kyndryl facilities› Always scan your ID badge when accessing a badge
reader-controlled area—no ‘tailgating’› Secure all ID badge reader-controlled doors after entry› Immediately report security incidents or a lost ID badge tothe site Security Team
More information on our Corporate Security policies can befound here.

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THE KYNDRYL CODE OF CONDUCT7.

Code Administration, Notices, andAdditional Resources
7.1 Governance and Interpretation

7.2 Applicability

The Code applies to all Kyndryls. Kyndryl Trust & Compliance is responsible
for the day-to-day management and monitoring of Kyndryl’s Complianceprogram, and any questions or support that may be needed regarding
interpretation of the Code should be directed to Trust & Compliance.

The policies outlined in the Code of Conduct are designed to ensure that all
Kyndryls—directors, officers, and employees—conduct themselves lawfully at all
times and maintain the highest ethical standards in every aspect of theirbusiness dealings and seek to avoid even the appearance of improper behavior.

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7. CODE ADMINISTRATION, NOTICES, AND ADDITIONAL RESOURCES

7.3 Director and Executive Waivers and Notifications

7.6 Notice of Certain Additional Rights

Waivers of strict adherence to the Code by Kyndryl officers who are subject
to Section 16 of the Securities Exchange Act of 1934, as amended(Executive Officers), and Kyndryl directors may be granted only by the
Board of Directors of Kyndryl Holdings, Inc. (the Board of Directors), or acommittee thereof, and must be promptly disclosed to Kyndryl
Stockholders.

In the United States, trade secrets are protected under both federal andstate law. It will not be a violation of the Code, and you will not be held liable
under any U.S. federal or state trade secret law, if you disclose a trade secretin confidence to the government or an attorney solely for the purpose ofreporting or investigating a suspected violation of law, or if you disclose a
trade secret under seal in a complaint or other filing or in response to a court
order in a lawsuit or other proceeding.

For directors and Executive Officers, any notification or disclosure required
to be made to a manager under Sections 2.2 Giving and Receiving BusinessAmenities and Gifts and 5.2 Avoiding Conflicts of Interest should be madeto Kyndryl Legal or the Board of Directors.

7.4 Revisions and Updates
The Code may be revised, updated, and amended from time to time toreflect changes in our business and the laws and regulations that govern
our global operations. The most current version of The Kyndryl Code of
Conduct can be found here.

7.5 No Employment Contract
The Code does not constitute a contract or guarantee of employment, nor isit part of an individual employment contract unless specifically incorporated
by reference. The Code also does not create any new or additional legal
and/or contractual rights.

When Kyndryl’s customer is in the public sector, Kyndryl is that customer’s“contractor.” U.S. law provides for certain rights, remedies, and protections
for contractor employees who in connection with U.S. government contracts
or funds, report internally, or to certain government officials or entities
information the employee reasonably believes is evidence of grossmismanagement or waste, abuse of authority, violation of law, or asubstantial and specific danger to public health and safety.

7.7 Version Control
This version of the Code issued January 2024 replaces all previously issued
codes of conduct, including the Kyndryl Business Conduct Guidelines. Anylegacy references to the “Kyndryl Business Conduct Guidelines” in Kyndryl
Policies, procedures, or guidelines are deemed to refer to The Kyndryl Codeof Conduct.

7.8 Additional Resources
Visit the internal Kyndryl Trust and Compliance site to find links to related
policies and resources. Kyndryls must understand and comply with theguidance, policies, and processes applicable to their job functions.

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THE KYNDRYL CODE OF CONDUCTCopyright Kyndryl, Inc. and others 2018, 2024

Kyndryl and Kyndryl logo are trademarks of Kyndryl, Inc., registered in many jurisdictions worldwide.