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CODE OF BUSINESS CONDUCT

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CONTENTS

CEO Message 3

Doing What’s Right 4

Our Vision, Values & Behaviours 6

Safety, Health and Environmental Protection 7

Conducting Business Globally 8

Business Relationships 12

Getting Help 18

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CHIEF EXECUTIVE OFFICER MESSAGE

We have a well-deserved reputation founded on trust, integrity and of “doing the right thing”; our success depends upon our reputation. To protect that reputation and help us ensure that we conduct business fairly and honestly, we’ve adopted global standards.

Our Code of Business Conduct or Code, is the centrepiece of our commitment to ensure every Cobham employee conducts business to the highest standards of business ethics.

The Code sets out how we can achieve our Vision by embracing our SPIRIT values which capture the pioneering attitude that began the Cobham story and take pride in everything we achieve together. Our SPIRIT values are underpinned by the behaviours we expect from all our employees: teamwork,

proactivity, inclusivity, customer focus, development, leadership, accountability and acting ethically at all times.

The Code can’t cover every eventuality or challenge you may face but it’s a resource for you to use when you need guidance to help you to make an informed decision. If you are ever unsure of what to do or need additional guidance, ask your supervisor, manager or Human Resources representative. If you’re uncomfortable doing that, use the Helpline to ask your question or to raise an issue.

The global business environment in which we operate grows ever tougher and presents us with unprecedented challenges. Some things though remain clear and constant, Cobham maintains a zero tolerance policy towards any kind of bribery or corruption. Our culture of acting ethically and with integrity at all times, helps our business and reputation thrive, protecting our shareholders, stakeholders and our employees.

THE COBHAM VISION

Working together to be a leading

global Technology and Services

innovator, respected for providing

solutions to the most challenging

problems.

David Lockwood

Chief Executive Officer

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DOING WHAT’S RIGHT

The Code of Business Conduct or Code, is applicable to all officers, directors and employees of Cobham plc and its subsidiaries worldwide.

It sets out the core principles and expectations governing the behaviour of all employees. It is also a resource for you to use whenever you need guidance or if you encounter a difficult or uncomfortable work situation. The Code can help you make an informed decision or describe what actions you can take.

We must all comply fully with relevant laws and regulatory requirements and applicable codes in the countries in which we operate and strive to conduct our affairs according to the highest ethical standards. Compliance with this Code requires Cobham to conduct business as a good corporate citizen. The Code requires a high degree of integrity in all interactions, with each other and all our key stakeholders (i.e. shareholders, employees, customers, suppliers, local communities, government at all levels, and the general public).

You cannot justify or be excused from the consequences of an action which is prohibited by Cobham because you were ordered to perform the action by someone higher in authority. No employee is ever authorised by Cobham to direct another employer to commit a prohibited act.

Remember You are responsible for your own actions

Keep asking until you are comfortable with the answer

What’s expected of Employees

Read and understand your obligations under this Code.

Understand and follow the laws and regulations that are applicable to your role.

Respect your colleagues at every level, champion diversity, embrace individuality and listen when others speak.

Complete all your training that is provided by Cobham in a timely manner.

Fully co-operate with any internal investigations or courts. Never discuss details of the internal investigation with others without specific permission from the internal investigator or Corporate Legal. If requested by Cobham, you are required to co-operate with an investigation by a government agency.

Never alter or destroy any documents or electronic records in response to litigation, an investigation or an audit.

Be truthful and not lie when responding to an investigation or audit.

Notify Corporate Legal if you learn that a government agency or anyone else is conducting an investigation or is making any inquiries about a suspected violation of law.

Report a violation or suspected violation of this Code, and Cobham policy, violation of law or other alleged misconduct, whether by employees, customers, contractors, partners or suppliers.

If you are ever unsure what to do, ask your Supervisor, Manager, Human Resources or contact the Helpline for advice. Speak Out!

Ethics must begin at the top of an institution. It is a leadership issue and the Chief Executive must set the example.

Edward Hennessy, Former Chief Justice, Massachusetts Supreme Judicial Court

“

”

REMEMBER

WHAT’S EXPECTED

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DOING WHAT’S RIGHT

You are responsible for your own actions. You must acquaint yourself with the legal standards and restrictions applicable to your assigned duties and responsibilities, and conduct yourself accordingly. Remember that compliance with the letter of the law is not enough and that we must strive to act in accordance with its spirit too.

In a business situation, if you are ever unsure about what the right thing to do is, don’t take immediate action, step back and consider these questions:

Is it Legal?

Is it in line with our values and behaviours?

Does it comply with our Code and Corporate Framework policies and policy requirements?

What would my family, friends, manager, colleagues think about my decision?

Would you feel comfortable if you read about your actions in a newspaper?

If you hesitate when answering or your answer to any of these questions is “no”, then don’t do it. If you still have doubts then ask your Supervisor, Manager, Human Resources, or use the Helpline to ask your question or to raise an issue.

What is additionally expected of managers?

What are the consequences of violating our Code?

“Leadership” – we embrace our vision and values, execute our strategy, lead by example and deliver on expectations:

Lead by example, walk the walk, don’t just talk the talk. Cultivate a workplace environment that embraces our SPIRIT values.

Maintain a workplace environment that encourages frank and open discussions.

Maintain a workplace free of harassment and discrimination.

Allow employees time to complete assigned training.

Ensure that any working relationship does not create, or give the appearance of favouritism and all actions are based strictly on job performance.

Ensure any ethical issue raised directly with you is treated confidentially and sensitively and dealt with appropriately, including escalating it to the most appropriate company resource.

Allow employees time to co-operate with internal investigations.

Failure to comply with any provision of this Code is a serious violation and may result in disciplinary action, up to and including termination of employment.

Such consequences may not only apply to employees who commit misconduct, but also to those who condone it or fail to report it.

Cobham has a zero tolerance policy with regard to any retaliation against any employee who reports a concern in good faith.

NO RETALIATION

Cobham does not tolerate retaliation. Because Cobham wants employees to “Speak Out” and to share or report concerns or issues in good faith, we do not tolerate any form of adverse action for speaking out. You do not have to be correct in raising a concern or issue, but you do have to believe what you’re raising and the information you provide has to be complete, accurate and truthful to be raised in “good faith”.

This version of the Code replaces any previous versions issued and applies worldwide.

“

”

Integrity is doing the right thing, even when no one is watching

C.S. Lewis, Writer and Scholar

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OUR VISION, VALUES AND BEHAVIOURS

SafetyProvide a safe workplace for our people, ensure the safety of the products and services we provide and take care of the environment we live in.

PerformanceConsistently deliver and seek to exceed expectations while improving what we do and how we do it.

InnovationCreate an environment to encourage new ideas, regardless of where they come from and have the courage to try, fail, learn and then succeed.

RelationshipsDevelop trusted interpersonal and customer relationships by listening, appreciating diversity, striving to understand, being inclusive and delivering on our commitments.

IntegrityAct ethically in all that we do, not only in compliance with the laws and regulations that govern us, but also in the spirit of ethical behaviour and doing what is right.

TrustBe open, transparent, we say what we’ll do and do what we say.

Our vision is working together to be a leading Global Technology and Services innovator, respected for providing solutions to the most challenging problems.

Our SPIRIT values define our culture and demonstrate the key principles to be promoted and fostered in everything we do.

The expected behaviours set out in the Code of teamwork, proactivity, inclusivity, customer focus, development, leadership, accountability and acting ethically at all times, underpin our SPIRIT values.

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SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Safety – Provide a safe workplace for our people, ensure the safety of the products and services we provide and take care of the environment we live in.

Cobham is committed to striving towards Zero Harm i.e. continuously reducing accidents, injuries, ill-health and the environmental impacts arising from its operations, activities, products and services, wherever practicable. You have a personal duty of care to yourself and your fellow employees, the communities in which you operate and to society in general to promote and foster a positive and proactive culture with respect to safety, health and environment and to actively work towards achieving Zero Harm.

With respect to the environment, this means efficient use of energy, raw materials and natural resources throughout product design, operations, supply chain management and logistics; reduction in the type and use of hazardous substances; and protection of the Group’s operations and supply chain from the significant adverse effects of climate change such as storms, flooding, wildfires and drought.

All employees, facilities and operations must comply with all applicable safety, health and environmental (SHE) laws, rules and regulations as a minimum and report any accident, injuries, ill-health and environmental incidents or concerns.

Workplace Violence / Weapons

Drug Free / Alcohol Free Workplace

Any kind of hostile, violent, intimidating, threatening or other aggressive conduct in the workplace has no place in Cobham and will not be tolerated. This behaviour could include pushing, hitting, or any type of potentially dangerous physical acts.

You may not bring, possess or use any weapon, component of a weapon or anything that resembles a weapon or that could be used as a weapon on company property. You must report any instance of violence, hostile behaviour or possession of weapons immediately. In cases of imminent danger, you should contact the police first.

You must not distribute, possess, sell, transfer, or use or be under the influence of, alcohol, illegal drugs or controlled substances on Cobham property, on Cobham time, in connection with Cobham business, or in a manner that may affect performance of Cobham responsibilities. Alcohol, illegal drugs or controlled substances have an adverse effect on performance, jeopardise the safety of colleagues and constitute a risk to the business and interests of Cobham.

With regard to prescribed medication,

you should consult with your medical practitioners or pharmacists prescribing medication, on the possible side effects relating to workplace safety. You must not drive a company vehicle whilst under the influence of alcohol. This will help prevent accidents and injuries to staff and other persons, protect Cobham’s overall business performance and protect staff who drive company vehicles from convictions.

Cobham, as a US Government contractor, must comply with the Drug

Free Workplace Act and applicable local laws. While marijuana has been legalised in certain US States and under other initiatives, it is still illegal under US Federal law and does not change Cobham’s prohibition on the distribution, possession, sales, transfer or use thereof.

Q: Will I be penalised if I stop work because I have a safety, health or environment concern raised in good faith?

A: No. Cobham is committed to providing a safe working environment therefore you should report the issue immediately to your Supervisor or Manager.

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CONDUCTING BUSINESS GLOBALLY

Anti-Competitive Behaviour

Corporate Opportunities

Cobham is committed to open and fair competition and complying with all competition and anti-trust laws applicable in the countries where it operates. Anti-trust, trade and competition laws prohibit agreements and practices that are anti-competitive and undermine fair competition.

You must not make any formal or informal agreements or conduct any formal or informal discussions with competitors regarding prices or pricing policies, allocating customers, supplier or customer selection or classifications, or allocating markets or territories in which competitive products are sold or in which there are customer or supplier boycotts, or where competitors are excluded from the marketplace or trade is unfairly restricted.

If you learn of a business or investment opportunity through the use of corporate property or information from a competitor or actual or potential customer, client, supplier, or business associate of Cobham, you may not participate in the opportunity or make the investment without the prior written approval of your Sector President or Corporate Functional equivalent.

You may not use any corporate property or information for improper personal gain.

Fair DealingCobham competes in the marketplace on the basis of its products, technology, quality, service, price and similar competitive factors. Cobham does not seek to gain any improper advantage through the use of manipulation, concealment, dishonesty, abuse of privileged information, misrepresentation of facts, or any other unfair dealing practice.

You are required to deal fairly with each other as well as with Cobham’s customers, suppliers and competitors. Stealing or illegally appropriating proprietary information, disclosing proprietary information without authorisation, possessing trade secret information improperly obtained, inducing such disclosures from past or present employees of other companies or taking such information from prior places of employment is prohibited.

Cobham employees will not accept any unauthorised bid, proposal or source selection material and will not accept, receive or use any information to which Cobham has no right to use.

Neither Cobham nor any employee will make any payment for the benefit of any supplier, customer, or other person for the purpose of inducing that person to act against the interest of their employer.

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CONDUCTING BUSINESS GLOBALLY

Global Trade Compliance and ControlsAs a global company, Cobham serves the needs of our customers worldwide through the delivery of products and services. All import, export and re-export activities and/or transactions shall be conducted in full compliance with all applicable import and export control laws, regulations, sanctions, embargoes and policies. This includes recognising potentially illegal boycott requests under all applicable laws.

An “export” can occur when a product, service, technology, or piece of information is shipped to a person in another country or to a foreign person either in the country or abroad.

If you transport and/or use goods and technology subject to export or import controls, you must understand and follow the relevant laws, regulations and policies. Consequences for violating trade controls are severe for the company and the individuals involved. If you have any queries, ask your Supervisor or Manager or contact Cobham Global Trade Compliance group.

Trade Associations A trade association is an organisation founded and funded by businesses that operate in a specific industry. A trade association can benefit competition in several ways. However, trade associations pose certain risks because their membership is often made up of competing firms.

You must take care that contact with competitors does not create a basis for creating an unlawful agreement or result in illegal information exchange. If you want to join a trade association make sure you understand its purpose, the number of members, when it was formed and if there is a lawyer on its staff.

You should not join any trade association that intends to discuss pricing, competition, or customers, or which restricts its membership to only certain industry members.

Discuss your participation with your Supervisor, Manager or Corporate Legal Function and gain approval before discussing with your relevant contracts and commercial support person.

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CONDUCTING BUSINESS GLOBALLY

Confidentiality and Intellectual PropertyInformation of all types and in all forms is used by employees in their daily work, this includes information about Cobham’s customers and other third party confidential, proprietary information, processes, or Intellectual Property, personal information or personal data, export controlled information and classified information. All such information must be handled, stored and protected pursuant to contractual, legal or other requirements and not accessed or disclosed without requisite business purposes or authority. Intellectual Property includes, but is not limited to, trademarks, copyright, patents, inventions, know-how, design, mask works, and trade secrets. Cobham’s success is dependent on such information and it must be preserved and protected against disclosure, whether intentional or unintentional. With the wide use of computers and telecommunications, the protection of information in electronic format is of particular concern.

The following must all be protected:

Confidential information assets, proprietary information, Cobham Intellectual Property and any data or information whose destruction or disclosure outside Cobham could result in any of the following: financial loss, loss of competitive position, degraded business operation, violation of a confidentiality agreement with another party or its use for personal gain.

Document Retention We deal with large quantities of documents and records. It is important that you know how long these should be retained and how to properly dispose them. You should understand and follow the Document Retention Policy.

Accuracy of Records All books, records, accounts, and financial statements must fully, fairly, accurately and in a timely manner, reflect the nature of the transactions recorded and must conform both to applicable legal and accepted accounting principles and to Cobham’s system of internal controls. You are required to keep accurate records of your time.

Financial transactions must be lawful, made for the purposes stated and authorised by Cobham.

Forging or altering documents belonging to Cobham is an act of fraud and strictly forbidden.

Recording Labour and Other Costs

Accurate cost data is essential to any business. It is especially essential to Cobham as many of our US contracts are based on cost and pricing data. For our labour costs to be accurate, we must submit our labour on a timely basis, and only charge activities we have been assigned and authorised to work on. For other costs such as travel, other direct costs, subcontracts, etc., we must capture the costs accurately, properly documenting the charge to a contract number, indirect number, or other cost objective. Some contracts may be unallowable or contract non-reimbursable for US Government contracts, and these costs must be properly captured and excluded from cost claims.

Delivering Accurate Cost and Pricing Data

Our customers expect great products at fair and reasonable prices. If you are involved with the negotiation of US Government procurement that requires cost or pricing data, you will need to make sure the cost or pricing data is current, complete and accurate. Cost and pricing data are all facts that a prudent buyer and seller would reasonably expect to significantly affect negotiations. Examples of data include, vendor quotations, non-recurring costs, production methods, business projections, operational costs, unit-cost, make or buy decisions, and any management decision that could have a significant bearing on cost or cost allocations.

Classified and National Security Information

You must take all necessary steps to protect any such information. It is never appropriate to disclose such information to another person, without explicit approval from the appropriate body.

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CONDUCTING BUSINESS GLOBALLY

Accuracy of Records (cont)Disclosure

As a US Government contractor, Cobham and individuals who have primary supervisory or management responsibility within a business may have an obligation to report potential violations of certain US criminal or civil laws or overpayments by the US Government. These violations may relate to procurement and contract fraud, bribery/kickbacks, gratuities, false statements or claims to the government, contract, human trafficking, and counterfeit parts. If you believe there is a violation or potential violations or have questions of the applicability of these obligations on you, please contact Corporate Legal.

Pressure to Meet the NumbersNever let pressure to “meet the numbers” compromise your integrity, or the safety, health and environmental impact on employees, products, services and the community.

Money Laundering

Cobham Assets

Money Laundering is the process by which individuals or entities move criminal funds through the financials of an organisation in order to hide traces of the criminal origin of such funds. Cobham is committed to fighting money laundering. You may not be in a position to violate money laundering laws, but you need to be on the lookout for irregularities in the way payments are made. If you see any of the following, report the matter to Corporate Finance:

Payments made in currencies other than those on the invoice

Payments made or received which are unrelated to the transactions

Attempts to make payments in cash

Requests for payments to be made through multiple forms of payments

Requests to make an overpayment

You have a duty to Cobham and its customers to use assets and facilities only for their intended purposes. You are expected to take reasonable care in the use, maintenance and security of Company owned or leased property. In addition, you must not wilfully interfere with or misuse any machinery or other office

equipment of any nature. Use of Cobham or customer facilities, property or funds for anything other than Cobham official business is prohibited unless permitted in Cobham policies or procedures or approval is given by prior written authorisation from the General Manager of the Business Unit managing the relevant facilities.

Q: My Manager has told me to close a works order so we can invoice the customer to record revenue in order to meet our financial targets. My Manager said I can just finish off the work afterwards so it will be fine. I’m uncomfortable doing this, is my Manager right?

A: No. You need to explain to your Manager that this is not acceptable. This would lead to inappropriate recording of revenue which is company fraud and must not be done in any circumstances.

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BUSINESS RELATIONSHIPS

Human Rights Anti-Slavery / Human TraffickingCobham supports the principles contained in the Universal Declaration of Human Rights and seeks to reflect these in the context of its business activities wherever possible, bearing in mind the Declaration is aimed at nation states rather than businesses.

Cobham respects the human rights of its employees as set out in the International Labour Organization Declaration on Fundamental Principles and Rights at Work. This includes: paying at least a statutory minimum wage; freedom of association; non-discrimination; the elimination of slavery such as forced, compulsory, bonded and child labour; and the elimination of human trafficking and discrimination and harassment in employment and occupation.

There are millions of people trapped in some form of slavery, whether they are forced to labour against their will with no means of escape or are forced to endure physical punishment. Cobham opposes modern slavery and human trafficking in all its forms and seeks to identify and eradicate its occurrence within our own operations and within our supply chain wherever possible through a due diligence process. We also expect our suppliers to work likewise, towards implementing operations and supply chains that are free from modern slavery and human trafficking.

There are many indicators of these practices to look out for within the business environment and you should be vigilant at all times and learn to recognise victims so you can report any instances found.

Cobham seeks to demonstrate respect for basic human rights through the principles and policies contained in this Code, the Corporate Framework and the Cobham policies.

Discrimination / Harassment-Free Workplace Any kind of discrimination or harassment by or against colleagues, customers or suppliers has no place at Cobham and will not be tolerated. Discrimination may be related to gender, identity or expression, race, colour, sex, ethnicity, sexual orientation, physical or mental disability, age, pregnancy, religion, veteran status, national origin or any other legally protected status. Harassment is directed at an individual and can be sexual or non-sexual in nature. It can take the form of demeaning, insulting or derogatory comments, slurs or innuendos, or intimidating behaviour. Sexual harassment may include inappropriate comments about appearance, inappropriate sexual jokes, sexually suggestive comments, requests for sexual favours, pornographic pictures or unwanted sexual advances, favours or demands.

Q: I’m friends with a man who I work with. Sometimes we share jokes in my office that might be considered offensive to others but we are careful to shut the door so no-one hears. We also forward each other funny jokes via email. Could this be considered inappropriate behaviour, even though it’s between two friends and not shared with anyone who would be offended?

A: Whilst Cobham does not attempt to regulate employees’ private behaviour, the situation you describe takes place on company property, in company time and using company assets. This behaviour therefore does not fit into our workplace, even in the privacy of an office.

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BUSINESS RELATIONSHIPS

Teamwork“Teamwork” is when we work as a team to win, by listening to others and valuing everyone’s contribution.

Cobham encourages team building and positive interaction between employees. While it is understood that many long-term relationships are formed at work, Cobham must be careful to avoid the perception of an improper relationship between management and anyone in their reporting chain, particularly where work assignments, career advancement or compensation can be directly or indirectly influenced. An improper relationship could arise due to personal or family relationships. You must never have any direct management authority over a family member or someone with whom you have a close personal relationship.

Social MediaCobham provide most employees with access to the internet on work computers. You must be careful to protect our reputation and business information by not posting any comments or documents on any social media sites that are confidential or could be attributed to our company. You should never use company time, property or networks for social media communications. If you choose to do so outside of your work environment, always ensure that your communications do not violate the law, disparage or insult Cobham, customers, suppliers or competitors. If speaking about your professional life, clearly state that these are your personal views and not necessarily the views of the company. Always safeguard your personal information.

Diversity and Inclusion

Privacy and Personal InformationCobham respects employee privacy and therefore will collect, use and retain information only where there is a valid business or employment reason. Internal disclosure is therefore limited and all personal data is protected against unauthorised or accidental disclosure, modification or destruction.

Should such a relationship develop, the Supervisor or Manager in charge of the business or function affected must consider the potential perception of coercion, favouritism, or other conflict of interest and discuss appropriate actions with the relevant individual’s Supervisor or Manager and Human Resources and retain a written record of the discussion.

Cobham recruits, employs, trains, promotes and compensates individuals based on merit, job related qualifications, requirements of the job and requirements of the organisation. Diversity and inclusion are embedded in our values and our expected behaviours. Cobham is committed to providing employees with equal opportunities in all aspects of employment. Cobham values the differences among its employees. A work environment which values individual differences and encourages the full contribution of every employee, strengthens Cobham.

Third PartiesWe understand our customers’ needs, deliver on customer commitments and strive to exceed them every day and we stay committed to remaining “customer focussed”.

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BUSINESS RELATIONSHIPS

Gifts, Entertainment, Hospitality and Other CourtesiesThe exchange of gifts and entertainment can promote successful working relationships and goodwill. However, there is also the risk that a gift, entertainment or hospitality may be deemed to be an attempt to improperly influence a business decision, which not only harms Cobham’s reputation but may result in civil and criminal penalties. Regardless of value, even the appearance of influence must always be considered before giving or receiving a business courtesy.

You must therefore carefully consider whether to give or accept gifts, entertainment or hospitality before you do so. In order to decide if a gift, entertainment or hospitality is acceptable, employees must consider whether it is legal, appropriate and proportionate and otherwise in accordance with Cobham’s Gifts & Hospitality Policy. Working with Government Officials

Governments in some parts of the world have more stringent requirements with regard to gifts, entertainment and hospitality offered to officials. Breaches to these laws and regulations can be serious offences. If dealing with government officials, make sure you understand any rules and regulations that apply to the country you are dealing with and if in any doubt seek advice from Corporate Legal.

With regard to state and other similar delegations, it is acceptable to demonstrate and explain Cobham’s products and to make them feel welcome. However, because some countries have very strict restrictions on hosting State Trade delegations you should take specific legal advice to check what you are planning is acceptable, there should be no attempt to seek improper advantage to decisions by doing so.

If you are asked to provide information in connection with a government or regulatory agency investigation, you must ensure any information provided is accurate and true. Always seek advice from Corporate Legal before responding to any such requests.

Q: I’m aware that my boss has given a gift that I think is inappropriate. If I report it, won’t they get the report, cover it up anyway and retaliate against me for raising it?

A: Any concern submitted via the Helpline has a specific distribution which is designed so that implicated parties are not notified or granted access to reports in which they have been named, regardless of the individual’s position in the company. This allows reports to be independently investigated at all times. Cobham has a zero tolerance against retaliation, so if your boss did retaliate against you, you must raise it as a separate issue which will be dealt with accordingly.

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BUSINESS RELATIONSHIPS

Representatives and IntermediariesCobham’s representatives, including agents, advisors, consultants, dealers, resellers and distributors can make Cobham liable for their improper actions and decisions. Therefore they should be chosen and monitored carefully.

All such representatives are required to comply with applicable laws and regulations, applicable Cobham policies and this Code. All intermediaries must first be approved appropriately.

For further information regarding this, please consult the Intermediary Engagement Policy.

Working with Communities We want to generate positive relationships in

our local communities and in our end user markets. As such we want to

minimise disruption to our neighbours, provide an effective complaints mechanism, ensure full and fair

opportunity is given to local companies and local people to

engage with us at the most appropriate level and

contribute to our communities in an appropriate way.

We wish to minimise any social and environmental impacts

and risks associated with our products and services throughout

their lifecycle and to enhance their social and environmental

benefits.

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BUSINESS RELATIONSHIPS

Bribery/Corruption and Improper PaymentsCobham has a zero tolerance towards any form of bribery or corruption.

The offer of, the promise of, the payment of, to solicit, to request, agree to receive or agree to accept, a bribe or kickback or other prohibited payment or activity, whether in cash or any other form of inducement (e.g. gifts, entertainment or hospitality) is strictly prohibited. This prohibition applies to dealings with private individuals, foreign public officials or government officials, in order to obtain or retain business or to influence those individuals or foreign public or government officials to act improperly in their duties or favourably toward Cobham.

Facilitation PaymentsFacilitation payments are unofficial payments to a government official to expedite or secure the performance of a routine action, which has already been paid for or to which one is already legally entitled.

Charitable Gifts and DonationsCharitable gifts and donations cannot be made using Cobham funds except in compliance with the Community Involvement Policy.

Cobham does not seek to discourage you from supporting bona fide charitable organisations through your own fundraising or individual effort outside and unconnected to your employment.

Political ContributionsContribution of Cobham funds or the use of Cobham assets or facilities for the benefit of political parties or candidates anywhere in the world is prohibited. You are entitled to make a personal donation and this, for the avoidance of doubt, includes making contributions to the Cobham Political Action Committee (PAC) in the US, Cobham will not reimburse you for any such contribution.

Examples include obtaining licences or other documents to do business in a foreign country, process visas or obtain customs clearance.

You must not make facilitation payments of any kind or allow others to make them on behalf of Cobham.

Q: A potential supplier has offered me a site tour to demonstrate technology that we may want to use on a project? Is this a problem?

A: Probably not, as long as your trip has a legitimate business purpose and that you – and not your prospective supplier - pay your travel and related costs. You should also be aware of bribery risks associated with the visit. You should therefore comply with our Gifts and Hospitality Policy to avoid receiving or being seen to receive inappropriate gifts or hospitality.

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BUSINESS RELATIONSHIPS

Inside InformationYou are prohibited from using or providing to any person, inside information to buy or sell Cobham shares, or those of any other publicly traded company doing business with Cobham.

Conflicts of Interest Cobham understands and respects its employees’ right to engage in activities outside of their jobs. However, you must avoid any investment, interest or association that interferes, may interfere or creates the appearance of interfering with the judgement you exercise on behalf of Cobham or the performance of your responsibilities in the best interests of Cobham. You must avoid any scenario where your personal interests conflict with, or appear to conflict with, those of Cobham.

Examples (non-exhaustive) of potential conflicts of interest include:

Doing business with a company managed by a close friend or family member

Paying a supplier more than contractually agreed for the goods or services

Working as a consultant to a supplier, customer or competitor

Using confidential Cobham information or improperly using Cobham property, information, or opportunities for personal benefit or the benefit of others

Outside work that interferes with an employee’s performance at Cobham or diverts business away from Cobham

Financial investments that may reasonably be considered to lessen an employee’s impartiality

You must provide written disclosure of any actual or potential conflict of interest to your Supervisor or Manager, even if the conflict of interest is realised after the situation has arisen. If you consider undertaking an activity, including an investment, that may create an actual, apparent or potential conflict of interest, you must seek written approval from your Supervisor or Manager or Human Resources immediately.

Inside information is precise information which relates to particular securities or an issuer of securities that has not been disclosed to the public and which would, if it were made public, be likely to have a significant effect on the price of any securities. Not only is it a breach of the Dealing Policy, but it is also a criminal offence to deal in securities while in possession of inside information, to encourage others to do so, or to disclose such information to others.

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GETTING HELP

We trust that our employees want to do the right thing. However, you may face a situation when you are unsure of what to do or need additional guidance or you witness something that you think is not right. If you do, always ask your Supervisor, Manager or Human Resources for help. If you are uncomfortable doing that, use the Helpline to ask your question or to raise an issue.

Speak Out!Cobham has high ethical standards for conducting our business. If you believe someone has violated our standards, we want you to tell us so that we can look into the matter and correct any problems.

We believe that our employees are our most important asset. By creating open channels of communication, we can promote a positive work environment.

Cobham’s Helpline is available 24/7 and reports can be made online or by telephone in a number of different languages. The Helpline is hosted by a third party who answers calls made to the Helpline. Caller ID is never used and no effort will be made to trace your call. You may report anonymously, where local law permits, but you are asked to bear in mind that the more information provided, the easier it is for us to investigate and respond. Cobham has a zero tolerance towards retaliation, so you can raise your concern with no fear of retribution.

Special Security Agreement (SSA)If you are in a company operating under a special security agreement (SSA) and wish to raise a concern about a matter which involves classified information, do not include the classified material in your initial report. Contact your Facility Security Officer in the first instance to determine if there would be a disclosure or not.

If you believe you need to include “technical data” in a report, this may require an export licence from the government. If you are unsure whether the information in your report requires an export licence, contact the Global Trade Compliance Group.

Reporting a Concern - French Law Consideration. If you are in a company in France, under French law only certain matters may be reported via the Helpline and these are clearly described in the Helpline system. Broadly these are reports of bribery or corruption, financial transgressions, audit and accounting concerns and questions about banking practice.

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GETTING HELP

Reports are entered directly on a secure server. The reports are only available to specific individuals within the company who are charged with evaluating the report. This process is overseen by individuals who are appointed to review ethics cases and by the committee with appropriate responsibility. Cobham is committed to maintaining confidentiality to the maximum extent possible.

A thorough investigation will be conducted. In some instances this can take some time to complete due to the complexity of some concerns. You will be kept informed of progress during this period. To facilitate the thoroughness of the investigation, you may also be requested to provide clarification of your concern and/or to answer questions that may arise during the course of the investigation. You will be required to co-operate with the investigation underlying your concern. You are encouraged to check the status of the concern you have raised or the inquiry you have made via the system. This is especially important if you have submitted a concern or inquiry anonymously as the only way to contact you will be via the system.

Q: I’m not sure if what I’ve observed or heard is a violation of company policy, or involves unethical conduct, but it doesn’t look right to me. What should I do?

A: You can ask for advice from your supervisor or manager. If you are not comfortable doing that, either file a report or “Ask a Question” through the Helpline. We’d rather you report a situation that turns out to be harmless than let possible unethical behaviour go unchecked because you weren’t sure and didn’t report it.

What happens when I contact the Helpline?

What happens next?

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HELPLINE

Visit: www.cobham.ethicspoint.com

or call International Toll-Free numbers

Australia 1-800-339276

Canada 1-877-571-5226

Denmark 80-882809

Finland 0800-1-14945

France 0800-902500

Germany 0800-1016582

India 000-800-100-1071

Malaysia 1-800-80-0011

Mexico 1-8008407907

Netherlands 0800-0226174

South Africa 080-09-92604

Sweden 020-799-111

United Kingdom 0800 032 8483

United States 1-877-571-5226

When in doubt tell the truth

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