This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures.  It does not cover every issue that may arise, but it sets out basic principles to guide all employees, directors, officers, and partners of SEON (the “Company”).  All of our employees, directors and officers, and partners must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.  The Code should also be provided to and followed by the Company’s agents and representatives, including consultants. The Code sets out basic principles to guide all stakeholders in their interactions with the Company and its clients, ensuring the highest ethical standards are upheld.

If a law conflicts with a policy in this Code, you must comply with the law.  If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment.  If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built.  All employees, directors, officers, and partners  must respect and obey the laws of the cities, states, and countries in which we, or they operate.  Although not all employees, directors, officers, and partners are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers, or other appropriate personnel.

If requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

2.  Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes, or appears to interfere, in any way with the interests of the Company.  A conflict situation can arise when an employee, officer, director and partner takes actions or has interests that may make it difficult to perform his, her or theirs Company work objectively and effectively.  Conflicts of interest may also arise when an employee, officer, director or partner, or members of his, her or theirs family, receives improper personal benefits as a result of his, her or theirs position in the Company.  Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee, officer or director to work simultaneously for a competitor, customer or supplier.  You are not allowed to work for a competitor as a consultant or board member.  The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors.  Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company’s Legal & Compliance Department.  Any employee, officer,  director, or partner who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

3. Insider Trading

Employees, officers, directors, or partners who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company is considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

4. Corporate Opportunities

Employees, officers and directors and partners are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Chief Executive Officer (the “CEO”)  .  No employee, officer, director, partner, or consultant may use corporate property, information, or position for improper personal gain, and no employee, officer, director, partner, or consultant may compete with the Company directly or indirectly.  Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer, director, partner, and consultant should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors, and employees. No employee, officer, director, partner, or consultant should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers or clients.  No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations.  Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate. f there is any uncertainty, please reach out to the Legal & Compliance Department.

6. Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset.  We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.  Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

We have implemented specific policies to address discrimination and harassment, and all employees, directors, officers, and partners are expected to adhere to these policies. Such behaviors are strictly prohibited, and any complaints regarding discrimination or harassment will be thoroughly investigated. If you believe you have experienced or witnessed discrimination or harassment, promptly report the incident to your supervisor, the Human Resources dairector, the  Legal & Compliance Department. or the designated authority in accordance with the  Company’s applicable policies.

The Company ensures that there will be no retaliation against employees who report such incidents in good faith. We are committed to fostering an inclusive and respectful work environment for everyone, and together, we can maintain a workplace free from discrimination and harassment.

7. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment.  Each employee , officer, director, partner, or consultant has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees,officer, director, partner, or consultant should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be tolerated.

8. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.  In the event of litigation or governmental investigation please consult the Company’s Legal & Compliance Department.

9. Confidentiality

Employees, officers, directors, partners, or consultants must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the Legal & Compliance Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.  It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment or other cooperation ends. In connection with this obligation, every employee, officer, director, partner, or consultant should have executed a confidentiality agreement when he, she or they began his, her or theirs employment with the Company.

10. Data Protection and Privacy

At SEON, we are committed to safeguarding the confidentiality and privacy of our clients’ and partners’ data. All employees, directors, officers, and partners must adhere to our data protection and privacy policies, as well as relevant legal requirements. Any access to sensitive information should be strictly for business purposes only, and disclosure must be authorized by the Legal & Compliance Department or required by laws and regulations. We encourage proactive measures to prevent data breaches and maintain the trust of our clients.

11. Protection and Proper Use of Company Assets

All employees, officers and directors should endeavor to protect the Company’s assets and ensure their efficient use.  Theft, carelessness, and waste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.

The obligation of employees, officers, directors, partners, or consultants to protect the Company’s assets includes its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as any publicly unavailable information assotited with the Company, and any business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

12. Payments to Government Personnel

Applicable laws usually prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.  It is strictly prohibited to make illegal payments to government officials of any country.

 The promise, offer or delivery to an official or employee of any country’s government of a gift, favor or other gratuities in violation of these rules would not only violate Company policy but could also be a criminal offense. the Company’s Legal & Compliance Department can provide you with assistance in this area.

13. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board of Directors and will be promptly disclosed, along with the reasons for the waiver, as required by law or stock exchange regulation.

14. Reporting any Illegal or Unethical Behavior

Employees, officers, directors, partners, or consultants are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees.  Employees, officers, directors, partners, or consultants are expected to cooperate in internal investigations of misconduct.

Any employee may submit a good faith concern regarding questionable accounting or auditing

matters without fear of dismissal or retaliation of any kind.

15. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code.  However, in some situations it is difficult to know if a violation has occurred.  Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.  These are the steps to keep in mind:

•   Make sure you have all the facts.  In order to reach the right solutions, we must be as fully informed as possible.

•   Ask yourself:  What specifically am I being asked to do?  Does it seem unethical or improper?  This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

•   Clarify your responsibility and role. In most situations, there is shared responsibility.  Are your colleagues informed?  It may help to get others involved and discuss the problem.

•   Discuss the problem with your supervisor.  This is the basic guidance for all situations.  In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

•   Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager, your Human Resources manager or the Legal & Compliance Department.

•   You may report ethical violations in confidence and without fear of retaliation.  If your situation requires that your identity be kept secret, your anonymity will be protected.  The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

•   Always ask first, act later:  If you are unsure of what to do in any situation, seek guidance before you act.

16. CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company.  The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law.  In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:

1.          The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with  public communications made by the Company.  Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Disclosure Committee any material information of which he, she or they may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Board of Directors in fulfilling its responsibilities.

2.          The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors  any information he, she or they may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

3.          The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors, Legal & Compliance Department or CEO any information such officer may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.