Microsoft Trust Code (Standards of Business Conduct) Handbook — page 1

M I C R O S O F T ’ S S T A N D A R D S O F B U S I N E S S C O N D U C T

T R U S T C O D E

M I C R O S O F T ’ S S T A N D A R D S O F B U S I N E S S C O N D U C T

”

Team,

Each one of us shapes our culture through our words

and actions. We strive to build a diverse and inclusive

culture that embraces learning and fosters trust—a culture

where every employee can do their best work.

Making good decisions and ethical choices in our

work builds trust in each other and with our customers

and partners. You should never compromise your

personal integrity or Microsoft’s reputation and trust

in exchange for any short-term gain.

We are more likely to make ethical choices when integrity,

honesty, and compliance guide our decision making. We

should always be transparent about our motives, learn

from our mistakes, and ask for help when faced with a

difficult situation. I expect leaders and managers to foster a

culture where employees feel free to ask questions and

raise concerns when something doesn’t seem right.

Our Standards of Business Conduct (our “Trust

Code”) emphasizes the role that each of us plays in

building trust, and the approach you should take in

making decisions. When we apply these principles in our

daily work, we can move forward with confidence in our

ability to make good decisions that build trust and

empower our customers and partners to achieve more.

Thank you very much.

Satya Nadella

Chairman and CEO

“

MICROSOFT TRUST CODE

PAGE 2

TABLE OF

CONTENTS

OUR CULTURE AND VALUES

OUR CULTURE

AND VALUES

OUR CULTURE

AND VALUES

Our Mission

Achieve More

Using the Trust Code

Report a Concern

The Role of Managers

Speaking Up

TRUST WITH OUR CUSTOMERS

TRUST

WITH OUR CUSTOMERS

TRUST

WITH OUR CUSTOMERS

Honor Privacy

Don’t Make Improper Payments

Compete Fairly

Build Secure Products and Services

TRUST WITH GOVERNMENTS

COMMUNITIES

TRUST

WITH GOVERNMENTS

COMMUNITIES

TRUST

WITH GOVERNMENTS

& COMMUNITIES

Respect Laws Around the World

Design Accessible Products

and Services

Design Accessible Products

and Services

Respect and Promote Human Rights

Develop and Deploy Responsible AI

TRUST WITH EACH OTHER

TRUST

WITH EACH OTHER

TRUST

WITH EACH OTHER

Foster Diversity and Inclusion

Avoid Conflicts of Interest

Contribute to a Safe and

Productive Workplace

Contribute to a Safe and

Productive Workplace

TRUST WITH OUR INVESTORS

AND THE PUBLIC

TRUST

WITH OUR INVESTORS

AND THE PUBLIC

TRUST

WITH OUR INVESTORS

AND THE PUBLIC

Don’t Trade on Inside Information

Keep Accurate Records and Contracts

Communicate Accurately to the Public

Safeguard Microsoft’s Resources

Protect Confidential Information

and Intellectual Property

Protect Confidential Information

and Intellectual Property

TRUST WITH OUR REPRESENTATIVES

TRUST

WITH OUR

REPRESENTATIVES

TRUST

WITH OUR

REPRESENTATIVES

Treat Gifts, Hospitality, and

Travel Responsibly

Treat Gifts, Hospitality, and

Travel Responsibly

Choose Suppliers with Integrity

Use Trustworthy Representatives

UPHOLDING OUR TRUST CODE

UPHOLDING OUR

TRUST CODE

Upholding Our Trust Code

Trust

OUR CULTURE & VALUES

Our Mission 5

Our Mission

Achieve More 6

Achieve More

How to Use the Trust Code 7

How to Use the Trust Code

How to Report a Concern 9

How to Report a Concern

Speak Up When Something’s Not Right 10

Speak Up When Something’s Not Right

The Role of Managers 12

The Role of Managers

MICROSOFT TRUST CODE

PAGE 4

OUR

MISSION

Empower every person and every

organization on the planet

to achieve more.

ACHIEVING OUR

MISSION

OUR VALUES

Respect

Integrity

Accountability

OUR CULTURE

Growth Mindset

Customer Obsessed

One Microsoft

Diverse and Inclusive

Making a Difference

MICROSOFT TRUST CODE

PAGE 5

ACHIEVE

How do we earn and

build trust?

It starts by applying our culture

and values to build lasting

relationships inside and outside

Microsoft.

Our values

are the enduring

principles that guide us to do

business with integrity as we

strive to win trust every day.

Our culture

is our operating

framework—who we are and

how we behave.

Microsoft’s Standards

of Business Conduct

Microsoft’s Standards of

Business Conduct (our

“Trust

Code”

) will show you how we

will use our culture and values

to build and preserve trust with

our customers, governments,

investors, partners,

representatives, and each

other, so we can achieve more

together.

MICROSOFT TRUST CODE

PAGE 6

HOW TO USE THE TRUST CODE TO MAKE

GOOD DECISIONS

Making good decisions and

ethical choices

builds trust

between each of us and the

people we interact with.

But not all situations you encounter are

straightforward—how do you make the

best choice when facing difficult or

unclear circumstances? How do you

navigate ethical dilemmas?

While our Trust Code won’t tell you

exactly what to do in every situation, it

serves as a guide to

help you make

good decisions and navigate complex

situations

where the answer might not

always be clear.

MICROSOFT TRUST CODE

PAGE 7

When faced with a difficult

decision or situation

follow these steps:

PAUSE

Does a situation make you uneasy? Are your instincts

telling you something’s not quite right?

Pause and consider how to approach the situation.

THINK

Is your approach consistent with Microsoft’s culture and

the values in the Trust Code?

Does it build or maintain

trust? Never sacrifice long-term reputation and trust for a

short-term benefit.

ASK

Ask questions and get help.

Talk to CELA, Finance, or HR.

Get help from your manager or another manager.

These resources are here to help you make the right

decision.

Email buscond@microsoft.com

for help.

Speak up when something is not right so that we

can address the problem.

Report an Integrity Concern

MICROSOFT TRUST CODE

PAGE 8

HOW TO

REPORT A CONCERN

Raising a concern should be as easy as possible. That’s why there are a variety of

ways to tell us when something’s wrong.

Choose whichever reporting option you are most comfortable using.

Whichever option you choose, your confidentiality will be protected.

Where permitted by the law of your country, your reports may be made anonymously

through our external hotline, or you can ask the

Compliance and Ethics Team

to treat

your report as anonymous.

Web www.microsoftintegrity.com

Web

www.microsoftintegrity.com

Email buscond@microsoft.com

buscond@microsoft.com

Phone 1-877-320-6738

Intl. Collect +1-720-904-6844

Phone

1-877-320-6738

Intl. Collect

+1-720-904-6844

Fax

1-425-708-7177

By mail

Business & Regulatory Investigations

Microsoft Corporation

One Microsoft Way

Redmond, WA 98052 United States

Additional Resources

In addition, you can always raise concerns with your

manager, any Microsoft manager, HR, Finance, or CELA.

On mobile?

Scan this QR

code to send us an email.

MICROSOFT TRUST CODE

PAGE 9

SPEAK UP

WHEN SOMETHING’S NOT RIGHT

Part of building a culture of trust

is learning to speak up when

something’s not right

, so that we

can address the problem.

RAISING AN

INTEGRITY

CONCERN

You don’t have to have all the

details or be sure that something is

wrong to raise an integrity

concern.

We strive to treat your reports

seriously, fairly, and to act promptly

if something needs to be

fixed based on what we learn.

MICROSOFT TRUST CODE

PAGE 10

MICROSOFT TRUST CODE

PAGE 11

WE PROHIBIT RETALIATION

It takes courage to speak up when something’s not right. We understand that you

might be uncomfortable or anxious. That is why we prohibit retaliation.

We prohibit retaliation for:

Refusing to do something that violates the Trust

Code, Microsoft’s policies, or the law, even if your

refusal results in the loss of business to Microsoft.

Raising a concern in good faith about potential

misconduct.

Cooperating with an investigation.

Our policies make anyone who retaliates against an employee for engaging in any of

these activities subject to disciplinary action, up to and including termination.

Microsoft Trust Code (Standards of Business Conduct) Handbook — page 12

MICROSOFT TRUST CODE

PAGE 12

THE ROLE OF

MANAGERS

As a leader, you have a

special responsibility for

setting the culture and

the work environment

for your team.

The way you make decisions, and handle concerns, different opinions,

and even bad news, will set the foundation for trust with your teams,

customers, and stakeholders. Your success and the success of your team

depends on the trust you build together.

Microsoft Trust Code (Standards of Business Conduct) Handbook — page 13

TAKE THESE SIMPLE STEPS TO BUILD A CULTURE OF

TRUST AND INTEGRITY ON YOUR TEAM:

Communicate

Regularly c

ommunicate

the importance of ethics and integrity to your

team and be clear that you expect work to be done ethically.

Model

Lead by example, by modeling ethical decision-making and good

judgment.

Question

Ensure your team knows that for results to matter, they must be

achieved the right way. Then, ask questions and satisfy yourself that

results have been achieved the right way.

Listen

As a manager it’s critical that you coach and show care for your

teams. Make sure your team knows you will listen, even if they have

something difficult to say.

MICROSOFT TRUST CODE

PAGE 13

HOW MANAGERS SHOULD

HANDLE CONCERNS

If someone comes to you with a concern, you have a special

responsibility to listen and act. Handling concerns appropriately

is critical to preserving trust and protecting Microsoft.

If someone raises a concern, follow these steps:

Remove distractions and

listen

carefully.

Thank

the person for

speaking up—remember that

they’ve just done something difficult

and very important for Microsoft.

Respond

respectfully

and take

every concern

seriously

, even if you

disagree. Show that you are

committed to solving the problem.

Take steps to protect the person’s

confidentiality

—avoid discussing

the conversation with others on

your team.

If you learn of a concern or observe

conduct that may violate the

Anti-

Harassment

and

Anti-Discrimination

Policy, you must contact

AskHR

in a

timely manner.

MICROSOFT TRUST CODE

PAGE 14

As a manager, you should feel empowered to resolve performance issues yourself,

but you should

escalate integrity concerns about business ethics or misconduct to

Microsoft Business & Regulatory Investigations.

If you have a question or are not sure whether you can or should resolve the issue

yourself, you can always email the Business Conduct and Compliance alias

(buscond@microsoft.com) for advice.

Email Business Conduct and Compliance

Email Business Conduct Compliance

Email Business Conduct & Compliance

Speak Up

when something is not right so that we can

address the problem.

Report an Integrity Concern

Reporting Concerns about Misconduct Policy

Reporting Concerns about

Misconduct Policy

MICROSOFT TRUST CODE

PAGE 15

Trust

WITH OUR CUSTOMERS

Honor Privacy 18

Honor Privacy

Don’t Make Improper Payments 19

Don’t Make Improper Payments

Compete Fairly 22

Compete Fairly

Build Secure Products and Services 23

Build Secure Products and Services

MICROSOFT TRUST CODE

PAGE 16

When making decisions,

ask yourself,

does this

build or harm trust with

our customers?

Our ability to

meet people and organizations

where they are

, with what they want and need,

is our path to success.

Our customers must be at the center of

everything we do

Look for ways to engage

our customers

, advocate for them, and

empower them to achieve more.

MICROSOFT TRUST CODE

PAGE 17

HONOR

PRIVACY

We honor privacy by being transparent

about how we handle customer data,

including personal data.

We want our customers to trust us to

protect their privacy and use their data in

the ways that they permit us.

<

How we honor privacy

>

How we honor privacy

By following local privacy and data

protection laws

By providing clear and accurate privacy

notices when collecting or processing

personal data, including employee

personal data.

By honoring privacy choices by using

customer data to provide the services

customers have agreed to.

By protecting our customers’ data

through building secure products and

services.

Learn more by visiting the links below

Privacy Principles

MICROSOFT TRUST CODE

PAGE 18

DON’T MAKE

IMPROPER PAYMENTS

We are committed to truthful and

transparent interactions with

customers, and we prohibit any

attempt to influence their decisions

through improper payments.

Corruption can harm our customers

in many ways, including sometimes

causing them to pay more than they

should.

Winning and preserving customers’

trust every day is more important

than any benefit we might get from

doing business improperly. In some

parts of the world, paying bribes to

get business may be something that

others do. We prohibit them.

We would rather lose the business

than secure it through a bribe,

kickback, or other improper benefit.

Microsoft Trust Code (Standards of Business Conduct) Handbook — page 20

<

How we build trust

>

How we build trust

By refusing to offer or

pay bribes or

kickbacks to anyone.

By prohibiting corrupt

payments of all kinds,

including payments to

secure permits or

approvals, and small

payments to speed up a

routine government

process (often known as

a “facilitating payment”).

In any deal, we will

avoid hidden terms or

arrangements and

reduce complexity

wherever possible,

because transparent

transactions reduce the

risk of a bribe or

kickback.

By using partners that

have a reputation for

integrity, and reporting

signs that a

representative is

unethical or could be

paying a bribe.

By making sure that any

gifts, hospitality, or

travel we offer to

government officials or

customers are

reasonable and

appropriate, and pre-

approved where

necessary.

By hiring candidates

based on their merits,

and not making hiring

decisions to benefit a

customer or

government official.

If we make charitable donations, we will do so to support a legitimate charitable cause, not

as part of an exchange of favors.

Anti-Corruption Policy

Anti-Corruption

Policy

Giving Gifts, Hospitality Travel to Government Officials (internal only)

Giving Gifts, Hospitality & Travel to

Government Officials

(internal only)

Commitment to Anti-Corruption

and Anti-Bribery

Commitment to Anti-Corruption

and Anti-Bribery

MICROSOFT TRUST CODE

PAGE 20

COMPETE

FAIRLY

The way we compete is as important as the

result we achieve.

Healthy competition and fair business practices

put our customers first by giving them access to

a variety of products and services at fair prices.

Competing fairly ensures that we meet our

business objectives with our integrity intact.

By avoiding any formal or informal agreements with competitors that limit competition.

By respecting competitive bidding processes, and not rigging or fixing the outcomes or

helping anyone else do so.

By not dictating the prices that our independent channel partners charge their customers.

By gathering competitive intelligence using only appropriate resources, being truthful, and

not misrepresenting who we are.

Learn more by visiting the links below

Fair Competition Policy

(internal only)

Fair Competition Policy

(internal only)

Competitive Intelligence Policy

(internal only)

Competitive Intelligence Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 21

BUILD SECURE

PRODUCTS AND SERVICES

We are committed to designing,

building, testing, and operating our

technology to ensure we deliver

solutions that meet the highest

possible standard of security.

We strive to ensure that all aspects of

customer data remain confidential,

that data integrity and security is

maintained, and that our business

functions operate effectively and resist

attacks. We all bear the responsibility

to directly contribute to the security of

Microsoft and our customers.

MICROSOFT TRUST CODE

PAGE 22

<

How we build secure products and services

>

How we build secure products and services

By delivering impact for

the Security Core Priority.

By completing and applying

learnings from required

training, including Security

Foundations and the

Trust Code (Standards of

Business Conduct) course.

By learning about the

Microsoft Secure Future

Initiative (SFI) framework

and objectives.

By prioritizing security

in your own work, and

anticipating and

implementing secure

approaches to products,

processes, and tools in

alignment with our Secure

Future Initiative (SFI).

By using MSProtect to

learn more about how you

can contribute to securing

Microsoft.

By reporting any suspicious

or malicious cyber activity,

concerns regarding the

integrity of our systems

and data, and any

suspected digital or

physical security violations

and vulnerabilities via

Report It Now.

Learn more by visiting the links below

Security Core Priority (internal only)

Security Core Priority

(internal only)

Microsoft Security Policy (internal only)

Microsoft Security Policy

(internal only)

Secure Future Initiative

Report It Now (internal only)

MSProtect (internal only)

MSProtect

(internal only)

MICROSOFT TRUST CODE

PAGE 23

Trust

WITH GOVERNMENTS

& COMMUNITIES

Respect Laws Around the World 25

Respect Laws Around the World

Design Accessible Products and Services 27

Design Accessible Products and Services

Respect and Promote Human Rights 28

Respect and Promote Human Rights

When making decisions, ask yourself: does this

foster trust with governments and communities?

Achieving our mission depends on governments and

communities knowing that we will follow the laws

and customs of the countries where we operate, and

respect human rights across the globe.

MICROSOFT TRUST CODE

PAGE 24

Develop and Deploy Responsible AI29

Develop and Deploy Responsible AI

Microsoft Trust Code (Standards of Business Conduct) Handbook — page 25

RESPECT LAWS

AROUND THE WORLD

We operate around the globe and commit to respecting the

laws wherever we do business.

This helps us to build trust with governments, strengthen the

communities where we live and work, and contribute to a fair

society where we enjoy the protection of these same laws.

MICROSOFT TRUST CODE PAGE 25

Microsoft Trust Code (Standards of Business Conduct) Handbook — page 26

<How we respect laws 

around the world>

By respecting and complying

with global trade controls and

economic sanctions that

prohibit us from doing business

with certain countries,

governments, entities, and

individuals.

By being honest and

transparent in our discussions

with government

representatives and officials.

By responding truthfully,

appropriately, and promptly to

government inquiries requests

for information.

By observing and complying

with laws that govern how our

technology may be distributed

and used internationally.

By following the laws and

regulations of the US and of all

the places where we operate.

MICROSOFT TRUST CODE

PAGE 26

DESIGN ACCESSIBLE

PRODUCTS AND SERVICES

We prioritize inclusive design in the development of our products and

services.

With over one billion people around the world with disabilities, we have an

opportunity and a responsibility to design inclusively. Investing in accessibility

helps Microsoft support our customers to meet inclusion goals. We believe

there are no limits to what people can achieve when technology reflects the

diversity of everyone who uses it.

By including and learning from people with a range of perspectives,

designing inclusively and putting people in the center from the very start

of the design process.

By making our products accessible to all users, including users with

vision, hearing, learning, mobility, mental health, age-related, sensory,

and speech disabilities.

Microsoft Accessibility

Accessibility Resources and Training

Accessibility Resources

and Training

Public Policy Recommendations

Public Policy

Recommendations

MICROSOFT TRUST CODE

PAGE 27

RESPECT AND PROMOTE

HUMAN RIGHTS

We are committed to respecting and promoting human rights

to empower people across the globe

to use technology for the good of humanity.

We respect and advocate for the rule of law and human rights under

international laws, principles, and norms.

We believe that in the long run, our presence and responsible

engagement with people, governments, and other stakeholders in

countries with significant human rights challenges often holds greater

promise for the advancement of human rights.

When we face requirements from governments to provide user data or

remove content, we verify whether the government demands are valid,

binding, and otherwise comply with the rule of law.

We conduct due diligence to assess the impact of our technologies on

human rights. We learn from stakeholders to challenge our thinking,

develop and refine our policies and practices, and improve our technologies

and how we provide them to fulfill our commitment to human rights.

Our Commitment to Human Rights

MICROSOFT TRUST CODE

PAGE 28

DEVELOP AND DEPLOY

RESPONSIBLE AI

We are committed to

developing and deploying AI

technologies in a way that is

consistent with our AI

principles, Responsible AI

Standard, our company mission,

values, and our commitment to

human rights.

We strive to create systems that people

trust. This means keeping people and their

goals at the center of system design

decisions and respecting enduring values

like fairness, reliability and safety, privacy

and security, inclusiveness, transparency,

and accountability.

MICROSOFT TRUST CODE

PAGE 29

By following the

Microsoft

Responsible AI Standard

when developing and

deploying AI technologies.

By reporting

Sensitive

Uses

to the Office of

Responsible AI and

following the guidance

you receive.

asking for help

when in

need of additional

guidance.

Learn more by visiting the links below

Office of Responsible AI

(internal only)

Office of Responsible AI

(internal only)

Microsoft Responsible AI Policy (internal only)

Microsoft Responsible AI Policy

(internal only)

Report a Sensitive Use

(internal only)

Report a Sensitive Use

(internal only)

Microsoft Responsible AI Principles

Microsoft’s Responsible AI Standard

MICROSOFT TRUST CODE

PAGE 30

Trust

WITH EACH OTHER

Foster Diversity and Inclusion 32

Foster Diversity and Inclusion

A Safe and Productive Workplace 34

A Safe and Productive Workplace

Avoid Conflicts of Interest 36

Avoid Conflicts of Interest

When making decisions, ask yourself: does this

improve how we work together as One Microsoft?

The strongest contributions come from

teams who

trust each other

—those that can be open, honest,

and constructive with one another.

It takes all of us working together to cultivate an

atmosphere of mutual respect, inclusion, and

collaboration.

MICROSOFT TRUST CODE

PAGE 31

FOSTER

DIVERSITY &

INCLUSION

We work better

together because of our

differences, not despite

them.

We believe that we best

serve everyone on the

planet and enrich our

own culture through the

diverse skills, experiences,

and backgrounds that

each of us brings.

MICROSOFT TRUST CODE

PAGE 32

By providing equal

employment

opportunities

to all

qualified candidates and

employees.

By remaining

committed

to hiring people with

disabilities and providing

reasonable

accommodations

qualified employees.

examining our

unconscious biases

and

taking steps to create an

inclusive culture that makes

every employee feel

welcome.

By not discriminating based on age,

ancestry, color, family or medical care

leave, gender identity or expression,

genetic information, marital status,

medical condition, national origin,

physical or mental disability, political

affiliation, protected veteran status,

race, religion, sex (including pregnancy),

sexual orientation, or any other

characteristic protected by applicable

laws, regulations, and ordinances.

Learn more by visiting the links below

Global Diversity and Inclusion

Equal Employment Opportunity Policy (internal only)

Equal Employment Opportunity Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 33

CONTRIBUTE TO A

SAFE AND

PRODUCTIVE

WORKPLACE

We are committed to a work environment

that empowers everyone to do their best

work. A safe workplace inspires trust and

allows us all to contribute and succeed.

Discrimination, harassment, and unsafe

working conditions diminish what we can

achieve together.

Learn more by visiting the links below

Anti-Harassment and Discrimination Policy

(internal only)

Anti-Harassment and Discrimination Policy

(internal only)

Entertainment Policy (internal only)

Entertainment Policy

(internal only)

Workplace Violence Policy

(internal only)

Workplace Violence Policy

(internal only)

Drug-free Workplace Policy

(internal only)

Drug-free Workplace Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 34

By integrating sound safety

and health practices into our

operations and complying with

workplace safety regulations.

By treating others with respect

and not tolerating harassment

or discrimination.

By resolving problems

respectfully, and never

resorting to acts or threats of

violence.

By not working under the

influence of drugs or alcohol.

MICROSOFT TRUST CODE

PAGE 35

AVOID CONFLICTS

OF INTEREST

Conflicts of interest can arise when our

personal relationships or financial

interests overlap with our job

responsibilities.

If we don’t navigate potential conflicts

of interest carefully, these situations can

impact the decisions we make, erode

trust within teams, and harm Microsoft's

reputation.

By acting in the best interests of Microsoft.

By avoiding or withdrawing from situations where a

personal relationship or financial interest in another

company might influence how we make decisions in

our jobs.

(List continued below)

MICROSOFT TRUST CODE

PAGE 36

By understanding that a conflict of interest can exist

even if we are convinced that our decisions will not be

affected by the outside relationship.

When conflicts of interest arise, we disclose them and

get advice or approval.

Before taking on outside work, we ensure that the

work does not harm Microsoft’s business interests or

break any employee agreements we have signed.

Learn more by visiting the links below

Conflicts of Interest

(internal only)

Conflicts of Interest

(internal only)

Conflicts of Interest Approval Tool

(internal only)

Conflicts of Interest Approval Tool

(internal only)

Outside Work Policy

(internal only)

Outside Work Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 37

Trust

WITH OUR INVESTORS

& THE PUBLIC

Don’t Trade on Inside Information 39

Don’t Trade on Inside Information

Keep Accurate Records and Contracts 41

Keep Accurate Records and Contracts

Communicate Accurately to the Public 43

Communicate Accurately to the Public

Safeguard Microsoft’s Resources 45

Safeguard Microsoft’s Resources

Protect Confidential Information IP 46

Protect Confidential Information & IP

When making decisions, ask yourself:

does this strengthen or harm Microsoft’s reputation

with investors and the public?

Our investors must have confidence that we will create

value for them in a responsible and thoughtful way.

Earn their trust by protecting our assets and information,

accurately stating where we are headed as a company,

and honestly communicating with them and with the

public.

MICROSOFT TRUST CODE

PAGE 38

DON’T TRADE ON

INSIDE INFORMATION

To maintain trust with our investors and the

public we respect securities laws, which

means we do not trade while in possession

of material, nonpublic information.

In our work, we may become aware of

material, nonpublic information about

Microsoft or companies we do business with.

Information is “material” if a reasonable

investor would consider it important in

deciding whether to buy or sell a company’s

securities. Information is “nonpublic” if it has

not been broadly communicated to the

investing public.

Trading Microsoft stock or the stock of any

other company based on this information not

only breaks trust with our investors and the

public, but is also illegal, violates company

policy, and is unfair to other investors.

Learn more by visiting the links below

Insider Trading Policy

(internal only)

Insider Trading Policy

(internal only)

Restricted Trading Window Policy

(internal only)

Restricted Trading Window Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 39

<How we

build trust>

By never buying or selling any securities based on material,

nonpublic information of Microsoft or acquired through our

employment.

By never giving someone else (for example, a friend, spouse, or

broker) a “tip” regarding material, non-public information.

By never recommending or suggesting that anyone else trade

in securities based on material, nonpublic information of

Microsoft or acquired through our employment, even if we are

not sharing the information itself.

MICROSOFT TRUST CODE

PAGE 40

MICROSOFT TRUST CODE

PAGE 41

KEEP ACCURATE

RECORDS & TRANSACTIONS

Our records are clear, accurate,

and complete.

Investors rely on accurate and

easily comprehensible

information to understand our

financial results and where we

are headed as a company, and

to have confidence in that

direction.

Keeping accurate records is

critical to maintaining investors’

trust, making good business

decisions, and meeting our

regulatory obligations as a

public company.

Microsoft Trust Code (Standards of Business Conduct) Handbook — page 42

We honestly and accurately

record and report financial

transactions and business

information, following applicable

laws, regulations, and accounting

practices

We are transparent about our

commitments to our partners

and customers, and our written

contracts reflect the actual

economics of the deal.

We don’t make side agreements or

other “off-the-book” arrangements

When we retain and dispose of

documents, we follow established

corporate retention requirements

that meet our legal obligations and

long-term business needs.

We execute financial transactions

only with appropriate authorization

and record them in compliance with

Microsoft’s accounting practices.

The CEO, CFO, Corporate

Controller, and other employees

in the finance organization

comply with the Finance Code

of Professional Conduct.

We use standard agreements and

contracting processes or get

approval for custom terms.

Learn more by visiting the links below

Finance Code of Professional Conduct

(internal only)

Finance Code of

Professional Conduct

(internal only)

Custom and Side Agreements Policy

(internal only)

Custom and Side

Agreements Policy

(internal only)

Document Retention Policy

(internal only)

Document Retention

Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 42

COMMUNICATE

ACCURATELY

TO THE PUBLIC

Our public statements and

communications are honest and not

misleading.

What we say and how we

say it matters. We will win and preserve

the trust of our investors and the public

only if they know they can rely on what

we tell them.

MICROSOFT TRUST CODE

PAGE 43

We make full,

accurate, and timely

financial disclosures

in reports and

documents we

submit to the US

Securities and

Exchange

Commission and in

other public

statements.

We listen carefully to

feedback and

questions from

investors and other

stakeholders.

We do not speak on

behalf of the

company unless

authorized to do so;

we direct analyst and

media inquiries to

Investor Relations or

Public Relations.

We make sure that

any communications

about our products

and services are

honest and accurate.

If we endorse our

products and services

on social media, we

make our company

affiliation clear and

state our honest

opinion or belief

about the endorsed

product or service.

Our advertising and

promotional material

are accurate and free

from false claims.

Learn more by visiting the links below

Financial Information Disclosure Policy

(internal only)

Financial Information Disclosure Policy

(internal only)

Public Advocacy Policy

(internal only)

Public Advocacy Policy

(

internal only

)

Social Media Guidelines

(internal only)

Social Media Guidelines

(

internal only

)

MICROSOFT TRUST CODE

PAGE 44

SAFEGUARD

MICROSOFT’S RESOURCES

We are responsible stewards of Microsoft’s resources. We use company resources and

money to do our jobs every day. These resources belong to Microsoft; we owe it to

our investors to use them responsibly and in ways that preserve trust and add value.

By understanding that business-

related data is Microsoft’s property,

and that it may be accessed,

preserved, and reviewed in

accordance with our policies and

applicable laws.

By spending Microsoft’s funds wisely

and guarding against waste and

abuse.

By using our corporate accounts

and services, not personal

accounts or services, for business

correspondence and data.

By exercising good judgment when

using company provided technology

resources and using them for

personal reasons in accordance with

company policy and only if it does

not interfere with our job

responsibilities or harm our work

environment.

Learn more by visiting the links below

Responsible Use of Technology Policy

(internal only)

Responsible Use of Technology Policy

(internal only)

Expense Policy

(internal only)

Expense Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 45

PROTECT CONFIDENTIAL

INFORMATION

AND INTELLECTUAL PROPERTY

We protect and respect the business

value of information and ideas

whether they belong to Microsoft or

another company.

We might lose our competitive advantage if we

disclose Microsoft’s confidential information.

We lose trust if we disclose confidential information

we learn from the companies we do business with.

Protecting information and ideas, whether our own

or those of others, is crucial to our business success

and builds our reputation as a trustworthy partner.

MICROSOFT TRUST CODE

PAGE 46

By using best practices to protect

access to confidential information,

and avoiding discussing it in

common spaces or with

colleagues who don’t need to

know it.

By not using confidential

information for non-Microsoft

business use and maintaining

confidentiality even if we stop

working for Microsoft.

By preserving Microsoft’s own

intellectual property rights

through copyrights, trademarks,

and other forms of intellectual

property that protect the value of

our innovation.

By respecting the confidentiality

and intellectual property rights of

others and not using others’

confidential information without

authorization.

By not using or copying third-

party copyrighted materials, like

software, graphics, videos, and

music, without a license or

permission from CELA.

Learn more by visiting the links below

Confidential Information

Policy (internal only)

Confidential Information

Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 47

Trust

WITH OUR REPRESENTATIVES

Use Trustworthy Representatives 49

Use Trustworthy Representatives

Treat Gifts, Hospitality Travel Responsibly 51

Treat Gifts, Hospitality & Travel Responsibly

Choose Suppliers with Integrity 53

Choose Suppliers with Integrity

When making decisions, ask yourself:

will this strengthen our long-term working

relationship with our representatives and

customers?

We hold ourselves to high ethical standards, and

we expect our representatives, who are the

partners,

vendors,

consultants,

and

other

companies who work on our behalf, to meet the

standards we set for ourselves.

We earn trust with our representatives

when we return value to them

and

don’t ask them to do anything we

would not do ourselves.

MICROSOFT TRUST CODE

PAGE 48

USE

TRUSTWORTHY

REPRESENTATIVES

We strive to use honest, ethical

representatives who commit to

doing business ethically when

working on our behalf.

Our

business relies on a large network of

representatives—such as partners,

vendors, and consultants—for

success.

Their actions reflect on our

company’s reputation as much as

our own. When our representatives

do business with integrity, we retain

and strengthen the trust we’ve

established with our customers and

the public.

MICROSOFT TRUST CODE

PAGE 49

By understanding our representatives’ qualifications and

reputation before we engage them to work on our behalf.

By understanding the reasons for including a particular

representative in a deal or transaction, and only do so where

it’s appropriate.

By cultivating trust with our representatives and never

asking or suggesting that they do things that are not

allowed under the law or our policies.

By not pressuring partners or resellers to place orders for

products or services they do not want or need, and by not

retaliating against them if they refuse to do so.

By reporting signs that a representative could be engaging in

corrupt or unethical behavior while representing Microsoft.

Learn more by visiting the links below

Trustworthy Representative Policy

(internal only)

Trustworthy Representative Policy

(internal only)

Ethical Sales Policy

(internal only)

Ethical Sales Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 50

TREAT GIFTS,

HOSPITALITY, AND TRAVEL

RESPONSIBLY

We strive to demonstrate sound judgment and moderation

when exchanging business courtesies.

Giving and receiving gifts, hospitality, and travel can build strong

working relationships and goodwill between Microsoft and those

we do business with.

But gifts, meals, or trips that are extravagant or lack transparency

or a legitimate purpose may be viewed as bribes or as simply

inappropriate. These things erode trust and harm our business.

MICROSOFT TRUST CODE

PAGE 51

<How we treat gifts, hospitality, 

& travel responsibly>

By developing positive relationships free of corruption and

commercial bribery.

When offering or accepting gifts, hospitality, or travel, by making

sure they are reasonable, appropriate, and have a legitimate

business purpose.

By not soliciting gifts, hospitality, or travel from third parties, or

making them feel obligated to provide something in order to do

business with us.

By not asking a representative, like a partner or supplier, to give

gifts, hospitality, or travel on our behalf.

By not giving or accepting cash.

Learn more by visiting the links below

Giving Gifts, Hospitality, and Travel to

Commercial Recipients Policy (internal only)

Giving Gifts, Hospitality, and Travel to

Commercial Recipients Policy

(internal only)

Accepting Gifts, Hospitality,

and Travel Policy (internal only)

Accepting Gifts, Hospitality,

and Travel Policy

(internal only)

Giving Gifts, Hospitality, and Travel to

Government Officials Policy (internal only)

Giving Gifts, Hospitality, and Travel to

Government Officials Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 52

CHOOSE SUPPLIERS

WITH INTEGRITY

We rely on our supplier relationships

for our success. To achieve our mission,

we need suppliers that are as

committed as we are to building trust

with our customers, that will do great

work, and that will follow the law.

By selecting the best suppliers for the job, and by

carefully considering their proven track record,

reputation for integrity, and other merits—not based

on favoritism.

By working to eliminate child labor, human

trafficking, and other labor abuses in our supply

chain.

Learn more by visiting the links below

Supplier Contracting Policy

(internal only)

Supplier Contracting Policy

(internal only)

Procurement Policy

(internal only)

Procurement Policy

(internal only)

MICROSOFT TRUST CODE

PAGE 53

UPHOLDING OUR

EMPLOYEES’ RESPONSIBILITIES

Employees are expected to uphold this Trust Code, Microsoft policies, and

the law.

This means you must:

Read, understand, and comply with

this Trust Code

, and the policies,

laws, and regulations that apply to

your job.

Speak up

when we see possible

violations of the Trust Code, Microsoft

policies, and legal and regulatory

requirements.

Be truthful and cooperate fully in

any internal investigations

. Do not

conceal or destroy information.

Complete training on the

Trust Code, and attest that you

understand and commit to comply

with the Trust Code

. Failing to read or

attest to the Trust Code does not

excuse you from these responsibilities.

MICROSOFT TRUST CODE

PAGE 54

Microsoft’s Standards of Business Conduct and its Compliance and Ethics Program are endorsed by

and have the full support of Microsoft’s Board of Directors. The Board of Directors and management

are responsible for overseeing the Compliance and Ethics Program and compliance with these

Standards. These Standards apply to Microsoft, its Board of Directors, and all employees, directors,

and executive officers of Microsoft.

When we refer to “Microsoft” we mean Microsoft Corporation and all its subsidiaries and affiliates in

which it directly or indirectly owns more than 50% of the voting controls. References to “employees”

include the Board of Directors, employees, directors, and executive officers of Microsoft.

Only the Board of Directors may waive a provision of these Standards for a director or executive

officer. Any waiver that is granted to a director or executive officer will be publicly disclosed as

required by NASDAQ listing requirements and applicable laws, rules, and regulations.

These Standards are important to us. Violation of these Standards may result in disciplinary action, up

to and including termination of employment. Employees are expected to always exercise common

sense and good judgment and to act responsibly, irrespective of the existence of a policy that

prohibits specific behavior.

Speak up when something is not right so that we can address the problem.

Report an integrity concern

Report an Integrity Concern

M I C R O S O F T ’ S S T A N D A R D S O F B U S I N E S S C O N D U C T

Microsoft Trust Code (Standards of Business Conduct) Handbook

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