Code of Conduct

• Code of Business Conduct and Ethics
• Supplemental Code of Business Conduct and Ethics

InfoVista® S.A. is committed to following the highest legal and ethical standards in all of our business dealings and committing them to action. By enacting this Code and promoting honest, ethical and lawful conduct by all, the Company will demonstrate its integrity to all of our customers, business partners and shareholders.

Purpose 
The purpose of our Code of Business Conduct and Ethics is to publish policies and rules that apply to the entire company, its board of directors (the "Board"), its officers and its employees, and to help us maintain a lawful and ethical environment. We are expected at all times to:

• Conduct ourselves in an honest and ethical manner, with integrity and common sense and to avoid conflicts between personal and professional interests where possible;
• Provide full, fair, accurate, timely, and understandable disclosure in all communications; 
• Comply with all applicable laws, rules and regulations; 
• Promptly report any violations to a supervisor or executive officer; and 
• Be accountable personally for adherence to this Code in all business and personal dealings.

You should read this Code carefully and make sure that you understand every section.

Governance
The Audit Committee (the "Committee") of the Board shall be responsible for assisting the Board's oversight of the operation of this Code. The Committee shall assess the adequacy of this Code periodically and recommend any changes to the Board. Any waiver of this Code as it applies to the directors or executive officers of the Company may be made only by a majority of the independent members of the Board and must be promptly disclosed to the Company's shareholders.

Conflicts of Interest
A "conflict of interest" exists when a person's personal, business or financial interests interfere in any way, or even appear to interfere, with the interests of the Company. Conflicts of interest must be avoided as a matter of Company policy. Each person is required to promptly disclose any such conflict of interest to his or her immediate supervisor, the Legal Department, or the Committee, and no person may engage in an activity that involves any such conflict except with the specific prior approval in writing of a company officer. Of course, each employee and officer is free to engage in outside activities that do not interfere with the performance of his or her responsibilities or otherwise conflict with the Company’s interests.

Conflicts of interest also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Corporate Opportunities
Directors, officers and employees are prohibited from:

• taking for themselves personally opportunities that properly belong to the Company;
• misusing corporate property, information or position for personal gain or non-business purposes; and
• competing with the Company.

Directors, officers and employees owe a duty to the Company to advance its legitimate interests to the best of their abilities. All directors, officers and employees should protect the Company's assets and ensure their efficient use. All of the Company's assets should be used for legitimate business purposes.

Confidentiality and Privacy
Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or customers of the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, its employees or its customers if disclosed. Employees, officers and directors may not use confidential information for their own personal benefit or the benefit of third parties. The obligation to safeguard confidential information continues after employment with the Company ends. The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, the Company's Legal Department will assist in determining what disclosure is required.

Fair Dealing
Each director, officer and employee should deal fairly with customers, suppliers, competitors and employees. No person may take unfair advantage of anyone else through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Compliance with Laws, Rules and Regulations
The Company actively promotes compliance with all applicable laws, rules and regulations in each jurisdiction in which it does business. All directors, officers and employees are expected to comply with the laws of the country in which they operate as well as statutes of France and the United States and the Company's policies governing business activities abroad. These laws and policies include compliance with provisions of the French labor code and the French criminal code relating to corrupt practices, provision restricting French investments in foreign countries and with certain entities, the United States Foreign Corrupt Practices Act, U.S. anti-boycott laws, U.S. sanctions and embargoes against certain countries, and U.S., French and European competition laws and money laundering laws.

Legal compliance is not always simple or straightforward. Often, such judgment is not intuitive and requires a consideration of context and circumstances. To comply with the law, employees, officers and directors must learn enough about the national, state and local laws that affect the Company to spot potential issues and to obtain proper guidance on the right way to proceed. When there is any doubt as to the lawfulness of any proposed activity, advice should be sought from the Company’s Legal Department.

Employees, officers and directors are strongly encouraged to raise concerns promptly when they are uncertain as to the proper legal course of action or they suspect that some action may violate the law. The earlier that a potential problem is detected and corrected, the better off the Company will be in protecting against harm to the Company’s business and reputation.

Insider Trading
As a publicly traded entity, the Company is required to provide full and fair public disclosure on a timely basis of any activities that would materially affect the value of its stock, options or any of its other securities. In the normal course of business, some employees may have access to information about these activities before it becomes public knowledge. Until it is released to the public, this knowledge is consider “insider” information and shall be kept confidential. Insider trading and the communication of inside information to third parties ("tipping") are both unethical and illegal, and will be dealt with severely.

Subpoenas and Government Investigations
The Company is committed to prompt cooperation with any government investigation and inquiry. All subpoenas, information document requests, or other inquiries should be referred immediately to the Company’s Legal Department. As it is important to observe all rules and regulations regarding Government investigations, particular attention should be paid to (i) disclosing the existence of any inquiry at the earliest possible opportunity and (ii) preserving all evidence, in particular, written communications and other information, regarding the matter to their attention.

Reporting of Illegal or Unethical Behavior
The Company actively promotes ethical behavior in all its business activities. Employees are encouraged to speak to their immediate supervisors, the Chief Executive Officer or other appropriate personnel at any time if there is any doubt about the best course of action in a particular situation.

Employees are required to report violations of law, rules, regulations and this Code in accordance with the complaint procedures described below. Timely reporting is the most effective method of resolving actual or perceived violations of the policies in this Code. We therefore strongly urge each employee to report complaints or concerns promptly so that rapid action can be taken.

The Company will take complaints very seriously and have established the following procedures, which offer employees numerous options by which to report conduct which may violate this Code:

• If you feel comfortable speaking to your immediate supervisor, then schedule a private meeting to discuss your concerns. Your supervisor is required to contact the Legal Department so that the Chief Executive Officer may be advised of the seriousness of the report and a proper investigation may take place.
• If you would rather not speak to your immediate supervisor, then schedule a private meeting with any company officer. That officer is required to contact the Legal Department so that the Chief Executive Officer may be advised of the seriousness of the report and a proper investigation may take place.
• If for some reason you would rather not contact any of these people, then you should contact any member of the Audit Committee.

Alternatively, violations may be reported in confidence to the Board's Audit Committee's Ethics Hotline email address at ethics@infovista.com or by toll-free telephone at 1-866-IV-ETHIC (1-866-483-8442).

Every effort will be made to protect the confidentiality of those furnishing information. The Company will not tolerate retaliation in any form against any person for complaints or reports made in good faith. It does, however, constitute a violation of this Code to submit a complaint in bad faith.

The Company may take appropriate disciplinary action, up to and including termination, against any individual who violates this Code.

Interpretation of this Code
The Company expects you to observe the spirit, as well as the letter, of this Code. You may not try to accomplish indirectly what the policies outlined herein prohibit you from doing directly. For example, you may not have family members or agents engage in conduct on your behalf if this Code would otherwise prohibit you from engaging in such conduct.

The Chief Executive Officer, Chief Financial Officer and certain other Senior Officers performing similar functions are also subject to the Supplemental Code of Business Conduct and Ethics. This Code is not an express or implied contract of employment and does not create any contractual rights of any kind between the Company and the Board or any of the Company's employees. In addition, all individuals who are subject to this Code should understand that this Code does not modify their employment relationship with the Company.

FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, FINANCIAL ACCOUNTING OFFICERS AND SENIOR REGIONAL MANAGERS

This Supplemental Code of Ethics is applicable to the Chief Executive Officer, the Chief Financial Officer, General Counsel, Financial Accounting Officers and Senior Regional Managers and is to be read together with the InfoVista Code of Business Conduct and Ethics. In adopting both provisions, the Company has agreed to conduct its business subject to the highest ethical standards and in full compliance with all applicable laws and with the utmost integrity and honesty.

Persons Covered by this Supplemental Code of Ethics
This Supplemental Code of Ethics is applicable to each individual with any or all of the following responsibilities, regardless of formal title: the chief executive officer, the deputy chief executive officers (“Directeurs Generaux Delegues”), the chief financial officer, the vice president finance, the principal accounting officer, the principal controller officer, legal officer, the principal internal audit officer, any assistant general counsel responsible for finance matters, any assistant controller and any regional or business unit financial officer, and Senior Regional Managers that is, Senior Officers.

General Principles
Each Senior Officer must adhere to the following set of implementing policies and procedures during the course of his or her relationship with Infovista:

Avoidance and Handling of Conflict of Interest Situations
During the course of his or her employment with Infovista , each Senior Officer must avoid situations where personal interest may conflict with the Company’s best interests, and where it is not possible to avoid an actual or apparent conflict of interest, to act in a manner expected to protect and advance the Company’s sole best interest. Specifically, during the course of his or her employment with Infovista, a Senior Officer: 

• is not permitted to compete, either directly or indirectly, against the Company unless this has been formally approved in writing by the Board of Directors;
• is not permitted to receive compensation relating to any transaction, other than for employment by the Company unless this has been formally approved in writing by the Board of Directors;
• should avoid making any personal investment that might interfere with the independent exercise of judgment for the Company and in its best interests; and
• should not act for his or her or any other’s personal benefit on any business opportunity in which the Company is involved without first notifying the Audit Committee.

Under such circumstances, it will generally be necessary in the judgment of the Board of Directors for the Senior Officer to cease to be involved in dealing with the situation at issue on behalf of the Company and for another individual to act.

A conflict of interest occurs in any situation in which that person, or any person with whom he or she has a personal relationship, including, but not limited to, a family member:

• solicits or accepts any benefit from customers, suppliers or others dealing with the Company;
• has a consulting, managerial or employment relationship in any capacity with a competitor, customer, supplier or other party dealing with the Company; or
• acquires, directly or indirectly, any property or rights in which the Company has, or the Senior Officer knows or has reason to believe at the time of acquisition that the Company is likely to have, an interest.

Disclosure shall be made to the Legal Department if a Senior Officer or any of his or her immediate family members has or acquires an interest in a competitor, supplier or a customer or is performing services of any kind for such competitor, supplier or customer.

Full, Fair and Timely Disclosure; Adequacy of Disclosure Controls and Procedures and Internal Control Over Financial Reporting
The Senior Officers are responsible under the applicable securities laws and this Supplemental Code for assuring accurate, full, fair, timely and understandable disclosure in all of the Company’s public communications, including, but not limited to, any report or other document filed with or submitted to the SEC or filed with the Autoritée de Marchées Financiers (the “AMF”) or other governmental agency or entity, or in a press release, investor conference or any other medium in which a Senior Officer communicates on behalf of the Company. Accordingly, it is the responsibility of each of the Senior Officers promptly to bring to the attention of the Chief Executive Officer, Chief Financial Officer, Audit Committee or the Chairman of the Board any credible information of which he or she becomes aware that would place in doubt the accuracy and completeness in any material respect of any disclosures of which he or she is aware that have been made, or are to be made, directly or indirectly by the Company in any public SEC filing, in any document filed with the AMF, or submission or any other formal or informal public communication, whether oral or written (including, but not limited to, a press release).

Compliance with the Supplemental Code of Ethics; Violations of Law
Each Senior Officer will promptly bring to the attention of the Chief Executive Officer, Chief Financial Officer, Audit Committee or the Chairman of the Board (or such other person as may be designated by the Company’s Board of Directors (the “Board”) from time to time) any credible information he or she may receive or become aware of indicating that any violation of any law or this Supplemental Code may have occurred or may be occurring.

In reporting violations under this section, Senior Officers may elect to utilize the confidential or anonymous complaint procedures for directly contacting the Audit Committee and/or its Chairman set forth in the Company’s Procedures for Addressing Complaints About Accounting Matters (the “Whistleblower Complaint Procedures”) .

A completed certificate attesting to compliance with this Supplemental Code will be obtained from all Senior Officers by the Legal Department promptly after the approval of this Supplemental Code of Ethics by the Audit Committee or an individual becoming a Senior Officer, as pertinent, and, thereafter on an annual basis. The Legal Department will make all such certificates available to the Audit Committee or full Board, upon request.

Independent Auditors
Senior Officers are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company’s independent public auditors for the purpose of rendering the financial statements of the Company misleading.

Amendments to and Waivers of the Supplemental Code of Ethics
Where an amendment to or waiver of this Supplemental Code may be necessary or appropriate with respect to a Senior Officer, such person shall submit a request for approval to the Board, through the Legal Department. Only the Board may grant waivers from compliance with this Supplemental Code or make amendments to this Supplemental Code. All waivers, including implicit waivers, and amendments will be publicly disclosed. No waiver, implicit waiver or amendment of this Supplemental Code will become effective until such public disclosure is made. For this purpose, a “waiver” means the approval by the Board of a material departure from a provision of this Supplemental Code and an “implicit waiver” means the failure of the Board to take action within a reasonable period of time regarding a material departure from a provision of this Supplemental Code after any Company executive officer has become aware of such material departure.

Actions to be Taken for Violations
In the event of a violation of this Supplemental Code by a Senior Officer, the Board, as appropriate, will determine the appropriate actions to be taken after considering all relevant facts and circumstances. Such actions will be reasonably designed to:

• deter future violations of this Supplemental Code or other wrongdoing; and
• promote accountability for adherence to the policies of this Supplemental Code and other applicable policies.

In determining the appropriate action to be taken in a particular case, the Board, the Audit Committee or the Company’s management, as appropriate, may consider the following matters:

• the nature and severity of the violation;
• whether the violation was a single occurrence or repeated occurrences;
• whether the violation appears to have been intentional or inadvertent;
• whether the individuals involved had been advised prior to the violation as to the proper course of action; and
• whether or not the individual in question had committed other violations in the past.

Senior Officers are reminded that violations of this Supplemental Code may also constitute violations of law that may result in civil or criminal penalties for the Senior Officers and the Company.