Introduction
The One1 Group's ethical code formulates the principles of appropriate ethical conduct, which promotes honesty, excellence, professionalism and mutual respect. The One1 Group espouses an appropriate business and value based culture and it strives to inculcate those values among its officers, its managers and its employees ("The Group's employees") within the context of their work in the One1 Group and opposite everyone that comes into contact with it: customers, suppliers, competitors, the capital market, corporate governance, employees and the environment. The formulation of these principles into an ethical code constitutes the  binding force to these principles among the Group's employees and it will guide the Group's employees how to perform their work under the principles of the Group's business culture.  The Group's management believes that many of the principles that have been formulated into the ethical code have been practiced for some time by the Group's employees.

The provisions of this ethical code are part of a commitment by the Group's employees and they are disciplinary principles that apply to all of the Group's employees. An employee of the One1 Group who has breached the Code will be considered to be an employee who has committed a disciplinary transgression, which amounts to a breach of their duty of trust, and the Group will take such means as it sees fit in respect of that breach, which includes the possibility of the termination of employment, subject to any legal provisions.

1. Compliance with the provisions of the law:
The principles of the ethical code do not replace any law that applies to the Group and there is nothing in the principles of the ethical code that detracts from or provides relief from the provisions of the law and the regulations, but rather it comes solely to add to them. The employees of the One1 Group are required to act in accordance with the provisions of the law, the regulations and this ethical code, and to avoid the breach thereof. All of the employees in the One1 Group are required to be familiar with the fact that activities that do not comply with the provisions of the law, the regulations or this ethical code may sometime place responsibility and a liability on the Company itself as well and/or on other employees of the One1 Group, in the past, the present and in the future.

2. Professional behavior:
Professionalism and excellence are the foundations that the One1 Group strives to maintain and to develop, these foundation form the basis for the Group's achievements over the years. The Group's employees are required to make effort and to invest in striving for optimal professional achievements, in order to provide the Group's customers with products and services at the highest level as well as personal, professional service that will justify the considerable faith that they place in the Group. In the provision of professional services to the Group's customers, the Group's employees maintain professionalism and perform the tasks that are placed upon them reliably and whilst safeguarding the customers' and the Group's reputations.

3. Objectivity:
The Group's employees are required to avoid any action that might raise concern of a conflict of interest between their role in the Group and their personal affairs and/or those of their relatives and/or of a person who is related to them, or any other role that they or their relatives or any person that is connected to them may have.

The Group's employees are required not to make private business contacts with commercial bodies that are connected to the Group, except in cases of a private commitment to receive service for personal needs.  The employees of the One1 Group are required to avoid any action that might constitute completion with the One1 Group or an action that exploits a business opportunity of the Group in contradiction to the Group's interests.
The Group's employees are required to avoid receiving benefits from business parties with which the Group is in contact, except for the receipt of symbolic gifts, which can be defined as presents that are given as part of  the marketing activities of the party that gives the gift. Furthermore, the giving of gifts by employees of the One1 Group to commercial parties is permitted if the gift is reasonable and does not exceed what is generally acceptable, and this is after the receipt of the approval of the persons in the Group who are authorized for this purposes.

4. Respect and a fair attitude to colleagues:
The employees of the One1 Group will not exploit their status vis-à-vis those who are subordinated to them and they are to absolutely avoid seeking or expecting to receive any personal benefit whatsoever from those who are subordinated to them, whether this be a physical benefit, a financial benefit or any other benefit.

The employees of the One1 Group are required not to make use of their status in the Group in order to promote their personal interests or those of anyone acting on their behalf and they are required not to make use of the Group's name, their title in the Group or their status in the Group for the purposes of any activity whatsoever, unless they have received written approval for this from the Group. The One1 Group takes care to maintain a pleasant and safe working environment for all of its employees, whilst maintaining their respect and their rights, taking care for their health, their welfare and their safety and while taking the necessary steps to prevent harassment of any sort, in order to maintain proper working relationships.
The One1 Group conducts itself in accordance with the Prevention of Sexual Harassment Law – 1988. All of the Group's employees are committed to the Prevention of Sexual Harassment Articles, which are published in accordance with the law and they are required to act in accordance therewith.
Clarification:
This document is phrased in the male gender solely for reasons of convenience and all that is stated in it should be read as if it was also written in the female gender.
The Group retains for itself the right to change the ethical code from time to time and changes in the ethical code will bind the Group's employees from the moment that they are placed in the ethical code.

5. The safeguarding of confidentiality
A duty to protect and to safeguard the confidentiality of the One1 Group's business and commercial information, which includes information that is connected to the One1 Group's business, its partners, its customers, its suppliers and its employees, is a guiding principle for the employees of the One1 Group.

The Group's employees are committed to maintain confidentiality and making careful and proper use of confidential information that is exposed and they are required to employ caution in order to ensure the safeguarding of the Group's confidential information.
The Group's employees are required to avoid exposing confidential information to parties that are not part of the Group and/or to parties within the Group, who are not authorized to receive that information.

If a legal duty exists to reveal the information, the Group's employees are required, after receiving approval from their supervisor, to deliver the information to the party that is authorized to receive it under the law, and to do so whilst safeguarding the rest of the information that they have been exposed to, to which the duty to disclose does not apply.

6. Prohibition on the use of insider information
The One1 Group's employees are required not to make use of insider information for transactions (a purchase or a sale) in an investment asset (a security or a tangible asset) and they are required to avoid making use of this insider information that is exposed to them, not even by means of another person acting on their behalf. The One1 Group's employees, as a result of their roles in the Group, may be exposed to information that has not yet reached the time at which it is to be published in public under the law, and in this case, the One1 Group's employees are required not to exploit the information at all, and they are required not to purchase or to sell securities of One Software Technologies (OST) Ltd. in particular, on the basis of this information. The intention of the words "internal information" is in respect of information that has not been published in public, such as: purchase offers, appointments or resignations of officers in the Group, financial details, a significant new project or product, details of the development of the Group and its business, and changes or developments that are expected, including significant cooperations.

7. Fair business practices
The One1 Group attaches supreme importance to the safeguarding of reliability in the eyes of the business parties with which it maintains commercial relationships, in the eyes of the Group's employees and in the eyes of the public, and accordingly compliance with contractual, business and ethical commitments is required of all of the Group's employees.

The One1 Group's employees are required to avoid acts that would constitute misleading or fraudulent and they are required to take action to maintain relationships that rest on trust with their colleagues in the Group and outside the Group.

The One1 Group's employees are required no take on commitments in the Group's name, whether orally or in writing, and not to make declarations in the Group's name, but rather in accordance with explicit authorizations and signatory rights that are granted to them.

8. Social responsibility
The One1 Group is interested in donating from its resources to support and to promote appropriate social objectives, as may be defined from time to time. The One1 Group takes action to safeguard the environment, and as such it encourages the Group's employees to avoid making excessive, unnecessary use of natural resources, to save energy and to recycle waste.

9. Corporate governance
The role of the One1 Group's employees opposite the Group's management and Board of Directors, the shareholders and all relevant interested parties, rests on the principals of corporate governance, which are interweaved in the control mechanisms, transparency and the reliability of the reporting.

The control and supervision mechanisms in the Group, both external and internal, supervise its operations and verify its compliance with all of the provisions of the law and of the regulations.

The One1 Group's employees, who are responsible for reporting to the various State authorities, act stringently in order that the reports  and the periodic statements that are issued on behalf of the Group will be reliable and accurate.

Reporting:
Where doubt arises for one of the Group's employees regarding the appropriate course of action within the context of the fulfilling of their duty in the Company, the Group's employees are asked to consult with their superiors or with the person who is responsible for the ethical code in the Group.
In the event that concern arises of a breach of the provisions of any law, regulation or the provisions of this ethical code, including on a matter that involves a breach of the duty of morality  in which someone in the Group is involved, that person in the Group is to report immediately to the person who is responsible for the ethical code in the Group. The Group's management undertakes to handle such reports with maximum confidentiality, whilst protecting the person making the report from any harassment or harm.

The person responsible for the ethical code:
The Group's Board of Directors has determined that the person responsible for the operation of the ethical code in the One1 Group, and the person who can be consulted on all ethical issues that arise from the work in the Group will be the Group's legal counsel. The person responsible is available to the employees of the Group in the direction, guidance and advice on all issues that are involved in appropriate conduct in accordance with the principles of the ethical code.

The person responsible for auditing the implementation of the ethical code in the Group is the Chairman of the Audit Committee. It is possible to file a complaint regarding a breach of the law, the regulations and the ethical code through:
  • The person responsible for the operation of the provisions of the ethical code in the One1 Group - the Group's legal counsel – Iris Etgar. Tel: 03-9767593 iris@onei.co.il.