Code of Conduct

Introduction

At Pega we are committed to extremely high standards of ethical and legal conduct. We strive to foster a culture where employees can perform at the highest levels, are empowered to make good and ethical decisions, and never have to compromise their personal integrity or the integrity of our Company. We have adopted this Code of Conduct (this “Code”) in alignment with our Pega Values and Success Behaviors, which highlight the expectations we have of one another, the commitment we share with our clients, and above all the role each of us has in creating our culture, and to emphasize the ethical and legal standards we expect all Pega personnel to observe and represent when dealing with Pega, colleagues, clients, partners, suppliers, and other important stakeholders. This Code applies to all our interactions in various areas of our shared professional lives including those of our officers, full and part- time employees, interns, all people retained as independent consultants, and members of the Board of Directors of Pega and its subsidiaries worldwide.

As Pega Employees, we commit to acting consistently with our Pega Values and Success Behaviors to:

• Create a productive and safe workspace for the entire Pega community. We commit to comply with the letter and spirit of the laws and regulations applicable to our business;
• Avoid actual or perceived conflicts of interest and prevent the creation of these conflicts through our choices outside the workplace;
• Protect our corporate assets and information, including the confidential information of those with whom we do business;
• Compete fairly, honestly, vigorously; and
• Maintain a culture that values and nurtures ethical conduct and fosters transparency and honesty by being fair and trustworthy in all our interactions with each other, our clients, and our partners while representing Pega.

We are all responsible for Pega. Individually and as members of the Pega team, each of us is responsible for acting with integrity and honesty every day. This commitment from each of us to uphold these principles makes this Code a shared responsibility and an individual requirement.

It is expected that we all commit to responsibly embody these core principles and the specific policies of this Code. We want our team to be supportive of each other and hold each other accountable to these principles. We will not tolerate any deviation from our Code. Consult your People Talent Advisory Partner, the People team, or an officer of the Company for guidance if you are not clear on how to uphold this Code.

Confidential Information

Our product information, Company plans, trade secrets, and other proprietary data are valuable assets. It is vital that we protect this information and any data that we learn from doing business with our clients, suppliers, and partners. Each employee is required to honor confidentiality agreements. We cannot comment on any legal matters nor disclose proprietary information, remembering always that the Internet is open for all to view. If we learn confidential information during our business dealings, we will protect it as such and ensure we do not disclose or share it even after we leave Pega.

Our policy is to protect the confidential information of third parties with the same care that we use to protect our own confidential information. We also abide by any agreement we may have entered with previous employers that restrict the use of that company’s confidential information.

We commit to:

• Not to discuss proprietary or confidential information to anyone outside of Pega, including members of our family and close friends;
• Be highly cautious when using social media, which is open and can be viewed by anyone
• Only disclose proprietary or trade secret information to other Pega staff who need to know or use the information while doing business for Pega;
• Uphold the confidentiality of Pega’s proprietary and confidential information even after we have left employment with Pega until the information becomes publicly available or Pega no longer considers it confidential or proprietary information;
• Never use illegal or questionable means to acquire a competitor’s trade secrets or other confidential information, such as trespassing, burglary, wiretapping, bribery, stealing, seeking confidential information from a new employee who recently worked for a competitor, or misrepresenting your identity in hopes of obtaining confidential information;
• Collect, use, process and disclose personal information of any individual only in accordance with applicable law, our internal policies, and our contractual obligations to clients; and
• Consult with our Chief Compliance Officer for guidance if there is any doubt about what constitutes a trade secret, proprietary information, or permissible use thereof.

Data Privacy

Through the natural course of doing business, you may use or have access to various types of information that is personal to other employees or those who do business with Pega. Pega values the protection of personal data against misuse.

We commit to:

• Obtain and/or use data lawfully having obtained the appropriate permissions;
• Ensure the transfer of personal data of Pega’s employees or that of our clients is done legally;
• Contact our manager or our Compliance Hotline immediately if we learn of an actual or potential data security breach internally or from a source outside of Pega.

Pega Property

The equipment, tools, materials, and supplies with which we do our jobs have been issued for a specific purpose and employees should not have an expectation of privacy for personal use. Everyone is responsible to take good care of any equipment or software to prevent loss or damage as well as any breach of Pega’s IT policy requirements.

Our People

We believe that respect builds successful teams. We respect, value, and welcome diversity in our workforce, clients, partners, and suppliers. Our community is dedicated to creating an inclusive environment for everyone. We have an obligation to comply with applicable laws and provide equal employment opportunity for ALL applicants and employees in ALL areas of employment.

We owe each other honesty, respect, and fair treatment – this means treating others as they want to be treated and in the spirit of our Pega Values and Success Behaviors below. Our values are the basis of our commitment to one another and the key to building successful teams. Keeping this commitment allows us to attract and retain talented individuals in a supportive, professional, and inclusive work environment.

Pega Values

Innovative: We are visionaries, challenging ourselves and the status quo to better transform our clients’ organizations for their customers.
Inclusive: We are capable of achieving more together. We encourage diverse thinking and collaboration for better outcomes for all.
Passionate: We love what we do for our clients. And it shows!
Engaging: We actively listen and continuously learn. We are collaborative thought leaders focused on bringing ONE PEGA to our clients.
Genuine: Integrity and authenticity are central to our work. The trust of our clients and the communities around us make us who we are.
Adaptable: Business and technology are constantly changing. So, in everything we do, we Build for Change®.

As Pega employees, we commit to work hard and give our best, to be considerate and respectful of our colleagues across the Company and contribute to a collaborative, positive, and healthy environment in which all can succeed.

We don’t use or bring weapons or explosives of any sort (even if in possession of the appropriate permit or license) to any of Pega’s offices, offices of our clients, or when conducting business on behalf of Pega in any location.

As Pega employees, we ARE Pega in front of any clients, partners, and colleagues, and therefore we commit to always behaving appropriately and to limit our alcohol consumption to a minimum, if any. We care about our own reputation as well as Pega’s reputation, and therefore we commit not to conduct business or represent Pega while under the influence of alcohol and/or illegal drugs or intoxicants, including the inappropriate use of lawful medications. This includes any business events, including after work engagements or dinners with colleagues, clients, or partners.

Activities Outside of Work

As Pega employees we are committed to limit any activities of a personal nature during our work time. We commit to devote our full working time to Pega during regular business hours, and we commit to not accept outside work – paid or pro-bono – that interferes with our work at Pega. We commit to obtaining approval to serve on a board or committee or outside the Company. When that permission is granted, we have the responsibility to comply with applicable laws and regulations.

Conflict of Interest

As an employee of Pega, we commit to act in the best interests of Pega. We exercise good judgement and the highest ethical standards in activities on behalf of Pega. We don’t allow our objectivity to be affected in making decisions and do not allow ourselves, or a member of our immediate and extended family or friends, to use our position for personal gain. We commit to not place ourselves in a position that would be, or could create the appearance of being, in conflict with the interests of Pega. We carry out our duties and responsibilities for Pega honestly, objectively, and effectively.

Examples of situations that could constitute a conflict of interest:

• Conducting business with a company owned, partially owned, or controlled by us or a member of our family or household;
• Ownership of more than two percent of the stock of a company that competes or does business with Pega (other than indirect ownership as a result of owning a widely- held mutual fund);
• Working as an employee or a consultant of a competitor, client, partner, or supplier of Pega, or any governmental entity that regulates or oversees us;
• Doing any work for a third party that may adversely affect our performance or judgment on the job or diminish our ability to devote the necessary time and attention to our duties.

Gifts

Pega does not allow gifts, favors or entertainment in any form to influence, or which create the appearance of influencing, any decision making. In case of doubt about giving or receiving a gift or entertainment, we will consult our manager or the Chief Compliance Officer. Additionally, we commit not to solicit gifts from anyone and to decline any gift from current or prospective clients, suppliers or partners, other than gifts that do not have substantial value – which is country specific.

We commit not to offer or accept a gift of money or securities, no matter how low the value.

We commit not to offer gifts or other items or services of value to current or prospective clients, suppliers or partners unless they:

• Are consistent with customary business practices;
• Do not have substantial monetary value and would not be viewed as improper by others; and
• Do not violate applicable laws or regulations.

We commit to obtain approval of our Chief Compliance Officer before giving or accepting any gift with a value that is greater than the amount set forth in Annex A for such jurisdiction where such gift is proposed to be given or accepted.

As responsible Pega employees, we commit to record all gift expenses in Pega’s records and accounts, in accordance with the anti-bribery laws.

Anti-Bribery and Corruption

It is Pega’s policy for all directors, officers, employees, contractors, agents, and other authorized representatives to comply with the U.S. Foreign Corrupt Practices Act of 1977 and with the U.K. Bribery Act of 2010 (together, “Anti-Corruption Laws”), and any related laws of other countries in which Pega does, or intends to, do business. We understand that ignoring, disregarding, and/or failing to report circumstances that could reasonably be considered sufficient warning that illegal conduct may, has, or will occur is likely to be a breach of the Anti-Corruption Laws. It should also be noted that awareness of facts that create a high probability of the occurrence of a bribery event may be sufficient to establish criminal liability for both a company as well as an individual.

Government Relations

We seek business from governmental agencies solely on the basis of superior price, performance, reliability, delivery, and client service. We, as Pega employees who engage in business with a governmental body or agency, know and abide by the specific rules and regulations covering relations with public agencies and conduct ourselves in a manner that avoids even the perception of an attempt to improperly influence public officials in the performance of their official duties.

We all understand that no employee or other person acting on behalf of Pega is permitted to make any payment or gift, whether made directly or indirectly, of any of Pega’s corporate funds or other assets to any political party or committee, to any candidate for public office, or to any official or employee of any local, state, or federal government agency of the United States or of any foreign country, whether for the purpose of obtaining or retaining business for Pega or for any other purpose. This prohibition also extends to any payment or gift to a third party, whether it be an individual or a corporation, if there is an understanding, expectation or reasonable suspicion that any part of that payment or gift may ultimately be paid to any political party or committee, candidate for public office, governmental official, or employee. This does not prohibit infrequent modest business meals or entertainment that is permitted by law and complies with our policies on gifts and entertainment.

Pega believes in diversity and supports our employees’ freedom to exercise their right to make personal political contributions within legal limits. Pega will not request or require us to make, or reimburse us for, political contributions, and we will not attempt to receive or facilitate such reimbursements. We commit to not making a political contribution with the expectation of receiving favorable government treatment, domestically or abroad.

No Kickbacks

No Pega funds, assets, merchandise, products, or services may be paid, loaned, provided or otherwise disbursed as bribes, “kickbacks,” or other payments designed to influence or compromise the conduct of the recipient. We commit not to solicit or accept any “kickback” for helping anyone else obtain business from Pega.

We fully understand and support that any of us employed by Pega who engage in activities involving a bribe, kickback, or other unlawful payment, or attempt to initiate such activities, will be subject to discipline under this Code, including suspension or termination of their employment and possible criminal proceedings. If we become aware of any actual, attempted, or alleged bribery, kickback, or unlawful payment, we confirm that we will promptly report it to our Chief Compliance Officer and/or to the Compliance Hotline.

We commit to:

• Never give or offer to give, directly or indirectly, money or anything of value to any person with whom Pega conducts business, to win, obtain, or retain business for Pega or to obtain a favorable decision for Pega;
• Never make contributions to a political party or a government official to obtain their support for executive, legislative, administrative, or other action to win, obtain, or retain business for Pega;
• Never give or offer to give to, or accept or receive from, a third party, money or anything of value;
• Inquire of the intended recipient of any gift or entertainment about the gift and entertainment limitations of the applicable government agency;
• Be alert to any special payment requests from third parties for obtaining business from government agencies;
• Never make any payment of money, gifts, loans or other favors that are intended, or which might have the appearance of being intended, to influence business decisions or compromise independent judgment of another party in regard to such party’s dealings with Pega;
• Report to our supervisor, Pega’s Chief Compliance Officer, or our Compliance Hotline any activities that violate this Code; and
• Never to pay rebates or “kickbacks” for obtaining business for Pega, and to never solicit or accept “kickbacks” for obtaining business from Pega.

Fair Competition

It is our policy to compete vigorously and energetically, but also honestly and fairly in accordance with basic ethical principles.

We commit to:

• Rely on the quality and merits of Pega’s products or services and not knowingly make false or misleading statements about competitors’ products;
• Not collaborate with competitors on such things as bids, prices, production, or marketing policies, including territorial or client allocation;
• Avoid the appearance of collusion when we are in contact with Pega’s competitors. We will refrain from discussing such topics as terms of a prospective sale, pricing, or marketing policies; and
• Consult with our Chief Compliance Officer on any issues or situations that may be questionable.

Compliance with Law

We are committed to complying with all applicable local, state and federal laws and regulations, both domestic and international. Although laws and regulations may sometimes be ambiguous and difficult to interpret, we commit to follow both the letter and spirit of the law in all our dealings on behalf of Pega. While it is not possible to provide a detailed description of all the laws that will apply to us in connection with our work for Pega, below is a description of some of the laws that apply to us and our officers, employees, directors, and consultants. We commit to research, contact our managers and Chief Compliance Officer with any questions about the law as it applies to our roles, responsibilities, and duties.

Securities Laws

We are a publicly traded company. We understand and commit not to trade in or recommend securities of Pega or of other companies with which we do business at any time that we possess material, non-public information about Pega or about those other companies. The purchase or sale of a security while in possession of material non-public information about the issuer of the security constitutes insider trading, and is illegal. Material non-public information could include, for example, information about earnings, significant gains or losses of business, the entry into or termination of a significant contract, significant product announcements, or major personnel changes. The securities laws and this Code prohibit insider trading as well the communication of material, non-public information to anyone who might use it to purchase or sell securities, which is sometimes referred to as “tipping.” When in doubt, information we obtain in the course of our duties for Pega should be presumed to be material and non-public.

We understand and comply with the prohibition from trading in Pega stock, whether or not we possess material non-public information, during designated blackout periods. Additional information concerning Pega blackout period policy, and compliance with securities laws generally, is included in Pega’s Insider Trading Policy.

We will not, directly or indirectly, extend or maintain credit, or arrange for an extension of credit in the form of a personal loan to or for any executive officer or member of the Board of Directors of Pega in violation of Section 402 of the Sarbanes-Oxley Act of 2002. For this purpose, an “executive officer” is defined as the President, any vice president in charge of a principal business unit, division, or function, any other officer who performs a policy making function, or any other person who performs similar policy making functions for Pega.

Antitrust Laws

Compliance with antitrust and competition laws around the world is essential. These laws generally prohibit “restraints of trade,” which refers to anti-competitive conduct involving competitors, clients or suppliers in the marketplace. These laws are complex. Some types of anti-competitive conduct, such as restrictive agreements with competitors or agreements regarding minimum resale prices or price levels (e.g., discounts) for goods and services, are illegal under the antitrust laws of the United States and many other countries. We commit to be alert to avoid even the appearance of any unlawful anti-competitive conduct.

International Matters

Laws and customs vary throughout the world, but in the performance of our work, we must always uphold the integrity of Pega. When conducting business in other countries, it is imperative that we are sensitive to foreign legal requirements and that we understand that the laws of one jurisdiction may apply to activity in another jurisdiction. For example, the United States government and the governments of other countries use economic sanctions and trade embargoes to further various foreign policy and national security objectives. We as Pega employees abide by all laws, including export laws and regulations and economic sanctions or trade embargoes, adopted by the United States or any other nation whose laws are binding on Pega.

Office of Foreign Assets Control (OFAC)

Office of Foreign Assets Control (OFAC), administers and enforces economic and trade sanctions based on US foreign policy and national security goals against targeted foreign countries, regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy, or economy of the United States.

We, as Pega employees, are required to exercise due diligence at all times and take every precaution to ensure that business relationships are formed only with reputable and qualified clients, partners, agents, representatives, and vendors. We understand if we are made aware of any business being conducted on behalf of Pega with any individuals or corporations that are known to be on any sanctions list, it is our responsibility to report any details immediately.

We may search all OFAC sanctions list records or view a full current listing of U.S. sanctions and trade-embargo programs by visiting: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx

Other Laws

Each of us understands the importance of behaving in a way that does not bring Pega, ourselves, or our colleagues into disrepute. We value transparency and accountability and will notify the Pega People Team if we fail to meet the expectations of the Code in our work for Pega or in our personal lives where our actions may reflect negatively on Pega, our colleagues, or our clients. We will cooperate in any investigation by Pega into matters discussed in this Code.

We commit to:

• Seek advice from our Chief Compliance Officer or the Legal staff if we are uncertain about the legal requirements applicable to any of your activities for Pega.

Fair and Accurate Filings

We are required under U.S. federal securities laws to provide the public with periodic disclosure regarding our business and financial condition (such as quarterly and annual reports and materials for our annual shareholders’ meeting). We provide additional disclosures to the public through our quarterly earnings calls and press releases.

We have created disclosure controls and procedures which are designed to ensure that all public disclosures are accurate, complete, and timely. We have also created a Disclosure Committee to ensure compliance with the disclosure controls and procedures and to evaluate the effectiveness of those controls and procedures on a regular basis.

We commit to:

• Participate in the preparation or dissemination of any Pega public disclosures or provide information that we know may be used in the preparation of those disclosures. We commit to ensure that the content of the disclosures is accurate, complete, and timely.
• Immediately report to a member of the Disclosure Committee if we are or become aware that Pega’s public disclosures are not accurate, complete and timely, or we become aware of a transaction or development that we believe may require disclosure. Disclosure Committee includes our Vice President of Finance, our Corporate Controller, our Vice President and General Counsel, and certain other appointed people.
• Never disclose outside of Pega material, non-public information about Pega until such information has been publicly disclosed in our SEC filings, earnings releases, analyst conferences or through other authorized disclosure channels.

Accuracy of Books and Records

Pega as a company is required under U.S. federal securities laws and generally accepted accounting principles to keep books, records, and accounts that accurately reflect all transactions and to provide an adequate system of internal accounting and controls. For this reason, the mischaracterization or commission of any transaction on Pega’s books or any failure to maintain proper accounting controls that result in such mischaracterization or omission is prohibited.

All Pega employees who exercise management duties over Pega’s assets or records are expected to establish and implement appropriate internal controls over all areas of their responsibility. This will help ensure the safeguarding of Pega’s assets and the accuracy of our financial records and reports. Pega has adopted various types of internal controls and procedures as required to meet internal needs and applicable laws and regulations.

We commit to:

• Ensure that those portions of our books, records, and accounts for which we have responsibility are valid, complete, accurate, and supported by appropriate documentation in verifiable form;
• Never maintain any undisclosed or unrecorded funds or “off the book” assets;
• Never establish or maintain improper, misleading, incomplete, or fraudulent accounting documentation or financial reporting;
• Never record revenue for any license or service engagement that does not fully comply with Pega’s revenue recognition guidelines;
• Never make any payment for purposes other than those described in the documents supporting the payment;
• Never submit or approve any expense report where we know or suspect that any portion of the underlying expenses were not incurred or are not accurate;
• Never sign any documents believed to be inaccurate or untruthful;
• Follow our internal controls and procedures to the extent they apply to each of us, to assure the complete and accurate recording of all transactions;
• Come forward if we believe that any accounting entries or adjustments may materially depart from generally accepted accounting principles and to immediately report our concerns to our Chief Compliance Officer, our Audit Committee, or to our Compliance Hotline;
• Never interfere with or seek to improperly influence (directly or indirectly) the review or auditing of our financial records by our Audit Committee or independent auditors; and
• Report all material off-balance-sheet transactions, arrangements, and obligations, contingent or otherwise and other Pega relationships with unconsolidated entities or other persons that may have material current or future effects on our financial condition or results of operations to our Chief Compliance Officer or to our Audit Committee.

Release of Company Information

Because of the importance of the legal requirements regarding disclosure of certain information to our investors, we must make certain that any information regarding our business, financial condition or operating results that is released to the public is accurate and consistent. As a result, we as Pega employees commit not to discuss internal Pega matters with anyone outside of Pega except as clearly required in the performance of our job responsibilities. This prohibition applies particularly to inquiries about Pega made by the news media, securities analysts, and investors. All responses to these inquiries must be made only by authorized persons. Only our Chief Executive Officer, or our Chief Financial Officer, (and individuals specifically designated by them) are authorized to discuss information about Pega with the news media, securities analysts, and investors. We understand and agree that if we receive inquiries from these sources, we will immediately refer them to one of these authorized spokespersons.

Compliance with the Code

If Issues or Questions Arise

We care about our own reputation as well as Pega’s reputation. We therefore commit to bring any violation or suspected violation of this Code by any person to the attention of our manager or our Chief Compliance Officer. If we have information about suspected improper accounting or auditing matters, we commit to bring such information to the attention of our Chief Compliance Officer or any of the other persons specified in our “Procedures Regarding Complaints or Concerns Regarding Accounting, Internal Accounting Controls, Auditing and Other Matters” webpage located on the Pega public website, https://www.pega.com/about/company/leadership/governance/reporting-accountability-concerns. As with all issues, there is always an additional option of reporting such suspicious activities anonymously by using this Compliance Hotline.

Pega will not discipline, discriminate against or retaliate against, or tolerate any discrimination or retaliation by any other person against, any person who in good faith reports a violation or suspected violation of this Code.

If any of us are asked to depart from this Code, whether by our supervisor, another employee or anyone else, we agree to seek clarification and/or guidance as to the propriety of the actions in question from our Chief Executive Officer or our Chief Compliance Officer.

Our Chief Compliance Officer can be reached by telephone, U.S. mail or email at:

Pegasystems Inc.
Chief Compliance Officer, Confidential
1 Main Street
Cambridge, MA 02142
Telephone: 844-320-0006
Email: [email protected]

Accountability

We have assigned to our Chief Compliance Officer overall accountability for tracking and responding to issues and questions relating to, and reported violations of, this Code. If our Chief Compliance Officer receives information regarding an alleged violation of this Code, they or such other person authorized by our Chief Compliance Officer or our Board of Directors to investigate the alleged violation will, as appropriate, (a) evaluate the information, (b) if the alleged violation involves an executive officer or a member of the Board of Directors, inform our Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an inquiry or investigation and, if so, conduct a reasonable inquiry or investigation as they deem to be appropriate and (d) report the results of any inquiry or investigation, together with a recommendation as to disposition of the matter, to the appropriate executive officer or member(s) of our Board of Directors for action, or if the alleged violation involves an executive officer or a member of our Board of Directors, report the results of such inquiry or investigation to our Board of Directors.

As Pega employees we hold ourselves accountable to a high degree of integrity, and we commit to cooperate fully with any inquiry or investigation relating to an alleged violation of this Code. We understand that any failure to cooperate with any inquiry or investigation is itself a violation of this Code and may result in disciplinary action, including, potentially, suspension or dismissal.

Consequences of Violation of the Code

Pega’s policy is to take prompt action to enforce this Code and all of Pega’s other policies. Depending on the seriousness of the violation and the other relevant circumstances, violations of this Code may result in a formal or informal warning or reprimand, demotion, suspension, dismissal, or other disciplinary action.

Certain violations of this Code may require Pega to refer the matter to the appropriate governmental authorities for criminal prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, which may include suspension or termination of employment.

Waiver

There may be circumstances where a waiver of a provision of this Code is appropriate. Any request for a waiver should be in writing and should be directed to Pega’s Chief Compliance Officer, who is responsible for maintaining a complete record of all requests for waivers to any of these policies and the disposition of those requests. No waiver will be effective unless it is in writing and is signed by Pega’s Chief Compliance Officer or another authorized representative of Pega.

Any waiver of the Code for executive officers or members of the Board of Directors or any change to this Code that applies to executive officers or members of the Board of Directors may be made only by the Board of Directors or a board committee and will be disclosed as required by law or NASDAQ rule.

Dissemination and Amendment

This Code shall be distributed periodically to each person subject to it. To ensure the continued dissemination and communication of this Code, Pega’s Chief Compliance Officer shall take, or cause to be taken, reasonable steps to communicate effectively the standards and procedures included in this Code to Pega’s staff.

We reserve the right to amend or alter this Code at any time for any reason. This document is not an employment contract between Pega and any of Pega’s employees, officers, or members of the Board of Directors and does not alter Pega’s policy of at-will employment.