Viavi : Code of Business Conduct

Code of Business Conduct

Our success is the result of many factors - the collective knowledge, experience, and performance of our employees, our dedication to our customers, and our relentless drive for technological innovation. Importantly, our success is also the result of our commitment to uncompromising integrity and values, which serves as the foundation of our successful relationships with our customers, suppliers and colleagues.

VIAVI's commitment to uncompromising integrity and values is built upon a shared culture of core beliefs and behaviors. Our Code of Business Conduct is an expression of these beliefs and behaviors and provides a context for the principles of legal and ethical conduct that guide our decisions and actions everyday.

The trust of our colleagues, customers and the marketplace is challenging to win, yet easy to lose. That is why each of us must be personally responsible and accountable to each other and our business partners to act and behave in a manner that complies with our Code of Business Conduct. Our growth and success depend on it, and I count on your support.

Sincerely,

Oleg Khaykin

Oleg Khaykin

President and Chief Executive Officer

Code of Business Conduct
Contents
1	Introduction	2
2	Responsibilities	3
3	When in Doubt	4
4	Standard of Care and Reporting Concerns	5
Code Compliance and Raising Concerns	5
•	General Counsel	5
•	Chief Financial Officer	5
•	Audit Committee Chairman	5
Toll-free Ethics Hotline Service	6
Confidentiality of Reported Concerns	6
No Retaliation	7
Specific Expectations of Supervisors and Managers	7
Approvals and Waivers	7
Investigations	8
5	Avoiding Conflicts of Interest	9
What is a Potential Conflict of Interest?	9
Gifts	9
Competing with VIAVI	10
Use of Company Assets	11
Business Conduct	11
Bribes and Kickbacks	11
Loans	11
6	Engaging in Fair, Honest, and Accurate BusinessPractices	12
Fair Competition	13
Supporting VIAVI's Reputation and Image	13
Accuracy of Reports, Records, and Accounts	14
7	Maintaining an Inclusive and Healthy Work Environment	15
8	Environmental Awareness	16
9	Respecting Privacy and Confidentiality	17
10 Insider Trading and Investments	18
11 Political Contributions and Lobbying	19
12	Social Media	20
13	Complying with Legal and Regulatory Standards	21
Antitrust Compliance	21
Tied Business Dealings	22

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Code of Business Conduct
Anti-Boycott Laws	22
14	International Compliance	23
15	Conclusion	24
Annex A	25
Glossary of Terms and Definition	26

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Code of Business Conduct

1 Introduction

VIAVI conducts its business affairs with uncompromising integrity and values - and this is the responsibility of every member of the VIAVI community including our board of directors, executives, managers, employees, and business partners. Conducting our business with uncompromising integrity means acting ethically, complying with all applicable laws and regulations of the countries in which VIAVI does business, and complying with Company policies that apply to our roles.

These values articulate the cultural identity for VIAVI and provide shared understanding of expectations across the Company: Exhibit Business Acumen; Manage Complexity and Ambiguity; Take Informed Risks; Cultivate Innovations; Foster a Winning Culture and Drive Vision and Purpose. These values were identified through global workshops to understand the foundational components of working at VIAVI, as well as the guiding principles that will help us to achieve our objectives globally. They clarify the desired operating environment of the employees and management and reflect our belief that serving our stakeholders will drive commercial success.

Our Code of Business Conduct outlines the broad principles of legal and ethical business conduct embraced by the Company as part of this commitment to integrity and our values. VIAVI expects that all employees will act in a manner that complies both with the letter and spirit of the Code.

Although the Code endeavors to address a wide range of business practices and procedures, we cannot anticipate every issue that may arise. It is the responsibility of every employee to conduct themselves in a manner consistent with the Code and our commitment to uncompromising honesty, respect, fairness, integrity and business values. The Code provides a framework of the beliefs and behaviors that are fundamental to VIAVI's success and depends upon each employee to consistently demonstrate these behaviors and promote an environment of which we all can be proud.

This Code should be read in conjunction with other applicable Company policies and procedures. It is your responsibility to familiarize yourself with all Company policies and procedures applicable to your role.

Although there can be no better course of action than to apply common sense and sound judgment, employees should not hesitate to use all available Company resources whenever it is necessary to seek clarification about any conduct that raises concerns. Section 3 - Standard of Care and Reporting Concerns provides guidance on how to raise any concerns.

1. What should I do if I encounter a situation that is not covered by the Code of Business Conduct?

1. Consult other VIAVI policies, talk to your manager, company legal counsel, or company human resources representative, and use your common sense.

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Code of Business Conduct

2 Responsibilities

Every Employee's Responsibility

Compliance. Ethics. Integrity. These are all just words unless every employee at VIAVI owns and accepts accountability for them. As a Company employee, you are expected to comply with our Code, VIAVI policies and procedures and with the law.

Employees must:

• Read, understand and pledge to act in compliance with our Code and the policies, laws and regulations that apply to your job.
• Speak up when you observe, learn about or suspect violations of our Code or related policies.
• Cooperate in any internal investigations.
• Complete all assigned mandatory training on compliance and ethics issues.

Every Manager's Responsibility

As a VIAVI manager, you are held to an even higher standard, and you have a special responsibility to lead with integrity. You must model ethical behavior and take active measures to make certain your team does, too. If you communicate and listen to your team and handle concerns and different opinions with ethical compassion and understanding, you will build trust, promote productivity, and protect the Company.

Managers are expected to understand the risks associated with their organization's business activities and actively seek to mitigate them. These risks arise from the global nature of our business and include areas covered in our Code. Your comprehensive understanding will enable you and your team to take actions that minimize those risks and contribute to overall success.

Managers must:

• Identify the risks relevant to your work, regularly discuss them with your team and implement mitigation measures.
• Clearly communicate and demonstrate that efforts to win business must never be compromised by unethical or illegal actions, even if it means losing a business opportunity.
• Complete your compliance training on time, and make sure your team does, too.
• Be approachable - make sure your team knows that you will listen and that they can ask questions and raise concerns without fear of retaliation.
• Know how to identify and manage suspected misconduct - refer the matter to the Compliance Group for investigation, and do not attempt to investigate or resolve the issue yourself.

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Code of Business Conduct

3 When in Doubt

The Code is not intended to be a complete list of legal and ethical issues an employee might face. If you are uncertain about whether an action or certain behavior is consistent with the Code, you should seek guidance before you act. You should not hesitate to consult your supervisor, any other manager, human resource representatives, the Company's legal department, or other appropriate personnel. Often your own judgment and common sense will be a proper guide: if something seems unethical or improper, it probably is.

In applying your own judgment and common sense, asking yourself the following questions may help you determine whether a situation is or is not consistent with the Code:

• Would I feel uncomfortable describing this conduct at a staff meeting? To my family? To the media?
• Could this conduct cause long term harm to VIAVI, even if the short-term impact seemingly is neutral or positive?
• Could it cause VIAVI to lose credibility or the trust of our customers, business partners or investors?
• Could this conduct hurt others, including my co-workers, Company shareholders, or Company customers?
• Could this conduct subject me, my co- workers or the Company to legal fines or criminal charges?
• Could this conduct violate any laws applicable to the operations of the Company in the many countries where we do business?

If the answer to anyof these questions is ''yes'' or even ''maybe,'' you should raise your concerns as discussed in the next section of the Code.

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1. One of my team members is disabled and in a wheelchair. I am planning an off-site at a location that is not equipped to accommodate someone in a wheelchair. Do I need to change the venue?

1. Yes. Providing reasonable access and facilitating full participation in the meeting, whether by establishing reasonable accommodations or alternative arrangements, is appropriate and is most likely required by law.

Code of Business Conduct

4 Standard of Care and Reporting Concerns

Maintaining the highest ethical standards is the responsibility of every member of the VIAVI community. Early identification of potential ethical or compliance related issues often will allow for their prevention or rapid resolution, minimizing adverse repercussions, and frequently providing opportunities for us to learn new ways to improve our business practices.

Conversely, the longer we wait to address an issue, the worse it may become and opportunities for learning and improvement may be lost. Accordingly, the rapid identification and reporting of concerns is a key component of our commitment to integrity.

Code Compliance and Raising Concerns

As employees, you have a responsibility to speak up if you suspect or have a concern regarding a possible violation of a law or of this Code. If you have any questions regarding the most appropriate and ethical course of action in a situation, you must promptly discuss the matter with others. VIAVI has an Open Door Policy that allows you to report concerns to any level of management, typically you should first raise the concern with your immediate supervisor who may be able to provide valuable context, insights or perspectives pertaining to the conduct in question. If, however, you are not comfortable raising concerns with a supervisor or if a supervisor has not responded to the matter appropriately, you should bring your concerns to the attention of any of the following:

• Any other supervisor or manager
• Your human resources representative
• Any member of our internal audit or legal groups
• General Counsel Kevin Siebert
  20250 Century Boulevard, 5th Floor Germantown, MD 20874
  Tel: [phone]
• Chief Financial Officer Ilan Daskal
  1445 South Spectrum Blvd, Suite 102 Chandler, AZ 85286
  Tel: [phone]
• Audit Committee Chairman Donald [e-mail]

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Code of Business Conduct

Toll-free Ethics Hotline Service

In addition to the contacts above, concerns may be reported through our toll-free ethics hotline, which is managed by our third-party provider, The Network. More information about The Network is available on their

website at http://viavihotline.tnwreports.com/.Toll free numbers for over

25 countries and territories are listed in Annex A. This service is available 24 hours a day, 7 days a week. Specially trained interviewers will document concerns and provide a report to the appropriate contacts within the Company. Callers do not have to provide their identity. English and Spanish speaking interview specialists are always available. In addition, interview specialists have translators available to enable reports to be provided in more than 150 additional languages. Information provided to the hotline by callers located outside of the United States will be transmitted to the U.S. in a manner consistent with applicable data privacy regulations.

Confidentiality of Reported Concerns

Reports will be kept as confidential as possible under the circumstances presented and the Company's obligations under applicable law.

You may choose to remain anonymous when reporting a concern, but we encourage you to identify yourself so that we may follow up and provide feedback. If you nonetheless believe it necessary to submit an anonymous report, you may:

• do so in writing to the office of the G e n e r a l C o u n s e l , the Chief Financial Officer or the Chair of the Audit Committee ("Compliance Group"). In addition, you may communicate directly with the members of the Audit Committee at:[e-mail]. Any communication sent using this address will be delivered directly to each member of the Audit Committee but will not be delivered to any member of Company management or any other employee of the Company. Submissions to the Audit Committee using this e-mail address generally will not be anonymous, except if sent from an anonymous external email address; or
• call the Company's toll-free hotline service.

Supervisors, managers, and Company officers who receive a report of a concern or possible violation of this Code are required to bring the

matter to	the attention of a m e m b e r o f the	C o m p l i a n c e
G r o u p	immediately. The Compliance Group will in	conjunction with

the Company's Internal Audit, Legal, HR and other appropriate functional departments, promptly investigate concerns and possible violations. All material violations of the Code or matters otherwise involving financial or legal misconduct will be reported to the Audit Committee of the Board of Directors on at least a quarterly basis, or more frequently depending on the severity of the violation.

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1. If I become aware that my supervisor falsified information that is to be included in a quarterly filing. What should I do?

1. Since you cannot report the incident to your supervisor, you should report it to another supervisor, human resources representative, company legal counsel, any member of our internal audit team, or report it via the toll-free ethics hotline.

Code of Business Conduct

While an employee reporting a concern or activity concerning that employee's own conduct that is found to violate the Code may be appropriately disciplined for the violation consistent with local law and regulations, a voluntary disclosure may be given favorable consideration during the discipline process.

Employees who violate this Code will be subject to discipline up to and including termination of employment. It is important to note that discipline also may be imposed upon any supervisor or manager whose lack of supervision, diligence or awareness of the provisions of this Code directly or indirectly contributed to a violation, who does not respond appropriately to a report of a concern, or who does not cooperate with any investigation of a reported concern. Disciplinary action will be taken in a manner that complies with applicable law and regulations. Additionally, any violation of this Code that is also a violation of law may result in criminal prosecution of the employee(s) involved.

No Retaliation

VIAVI does not tolerate retaliation. It can be uncomfortable to act with integrity, and speaking up can take courage. VIAVI is not legally permitted to and will not retaliate or threaten to retaliate against any employee who in good faith reports concerns or a possible violation of this Code or who participates in or cooperates with any investigation by the Company or any law enforcement agency, whether it is determined that an actual violation has occurred. Anyone who retaliates against an employee for reporting concerns in good faith or participating in an investigation will be subject to disciplinary action, up to and including termination of employment.

Specific Expectations of Supervisors and Managers

If you are a supervisor or manager, in addition to the compliance, notification and cooperation obligations described in the Code, you have the responsibility to:

• Inform and train those reporting to you about the laws and aspects of the Code that are applicable to their work;
• Take proactive steps to prevent violations of laws and the Code;
• Use diligent efforts to detect and support the investigation of any reported concerns or potential violations of applicable laws;
• Support appropriate corrective actions to address violations of applicable legal requirements and/or VIAVI conduct standards;
• Ensure that any employee who reports a suspected violation of law or ethical concern is protected from any form of retaliation for doing so.

Approvals and Waivers

Although rare, there are occasions when an employee might seek a waiver from a provision of the Code. Any request for a waiver of any provision of this Code relating to the Company's Chief Executive Officer, Chief Financial Officer, Corporate Controller and persons performing similar functions, must be obtained from the Company's Audit Committee. Any other request for a waiver of any portion of this Code must be submitted to the Company's General Counsel or the General Counsel's designee. Material changes to this Code may only be made by the Company's Board of Directors. The current version of the Code will be posted on VIAVI's website www.viavisolutions.comalong with any substantive amendments or waivers of the Code.

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