Code of Conduct for the Board of Directors of Otello Corporation ASA

We, the members of the Board of Directors of Otello Corporation, acknowledge and accept the scope and extent of our duties as directors. We have a responsibility to carry out our duties in an honest and businesslike manner and within the scope of our authority, as set forth by Norwegian law and in the Certificate of Incorporation and By-Laws of Otello Corporation. We are entrusted with and responsible for the oversight of the assets and business affairs of Otello Corporation in an honest, fair, diligent and ethical manner. As directors we must act within the bounds of the authority conferred upon us and with the duty to make and enact informed decisions and policies in the best interests of Otello Corporation and its shareholders. The Board of Directors has adopted the following Code of Conduct and the directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow. The Code of Conduct should be read and applied in conjunction with the Rules of Procedure as applicable at any time, and other rules and guidelines relevant to and adopted by the Board of Directors and / or the shareholders of Otello.

Board Members will:

  • Act in the best interests of, and fulfill their fiduciary obligations to, Otello’s shareholders;
  • Act honestly, fairly, ethically and with integrity;
  • Conduct themselves in a professional, courteous and respectful manner;
  • Comply with all applicable laws, rules and regulations and Otello policies;
  • Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
  • Act in a manner to enhance and maintain the reputation of Otello;
  • Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the director has or may have a conflict of interest;
  • Make available to and share with fellow directors information as may be appropriate to ensure proper conduct and sound operation of Otello’s and its Board of Directors;
  • Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, except when authorized or legally required to disclose such information;
  • Observe and act in accordance with rules regarding trading and disclosure obligations for primary insiders as provided by the Norwegian Securities Trading Act with regulations and Otello’s Inside Information Policy; and
  • Not use confidential information acquired in the course of their service as Directors for their personal advantage.

A director who has concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board and the Chair of the Governance Committee, who will determine what action shall be taken to deal with the concern. In the extremely unlikely event that a waiver of this Code for a director would be in the best interest of the Company, it must be unanimously approved by the Board.

Directors will annually sign a confirmation that they have read and will comply with this Code.

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