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Corporate Actions

On December 21, 2022, Kyndryl Holdings, Inc. (the “Company”) adopted amendments to its Business Conduct Guidelines, effective January 2023. The Kyndryl Code of Conduct, as the Business Conduct Guidelines were renamed in connection with the amendments, will supersede the Business Conduct Guidelines adopted by the Company effective November 3, 2021.

In addition to reflecting multiple technical, administrative and other non-substantive amendments, the Kyndryl Code of Conduct (the “Code”) amended the Business Conduct Guidelines to: (a) reflect current best practices; (b) enhance and expand on the Company’s understanding of ethical business practices with government officials or employees of government owned entities; (c) enhance and expand on the Company’s expectations with respect to compliance with applicable laws, including to explicitly address compliance with international trade requirements; (d) promote awareness of ethical issues and conflicts of interest that may be encountered in carrying out an employee’s, officer’s, or director’s responsibilities; and (e) provide guidance on Code governance and interpretation, applicability, waivers, and amendments.

The adoption of the amendments reflected in the Code did not result in any explicit or implicit waiver of any provision of the Company’s Business Conduct Guidelines in effect prior to the adoption these amendments. The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, a copy of which is available at the link provided below.