Introduction to the Code

This Code outlines the principles and commitments that govern the decisions and behavior of LanzaJet’s and its subsidiaries’ and joint ventures’ employees, managers, and officers. When acting on behalf of LanzaJet, contract employees working for LanzaJet, as well as contractors, agents, sub-contractors, advisors, suppliers and consultants are required to act in accordance with the Code as well.

Our Code outlines requirements and standards for conducting business safely, ethically, and responsibly, ensuring the long-term success of our company. This Code is designed to provide a clear framework of LanzaJet’s expectations. It is the responsibility of each of us to understand and adhere to this Code, ensuring that LanzaJet maintains the highest standards of integrity and professionalism.

The Code addresses many common situations that a company such as LanzaJet faces, but it cannot address every possible situation. Therefore, whenever you have a question or concern, you should seek guidance and clarification by contacting your direct manager, the VP of People, the General Counsel or the CEO.

Our Vision

To preserve the world and the opportunity for future generations to fully experience it and thrive. 

Our Mission

We accelerate the global energy transition by using our leading process technology to make safe, sustainable fuels from waste a reality today.

Our Sustainability Commitment

• Encourage and actively enable the sustainable development and production of low-carbon and waste-based ethanol feedstocks
• Commitment to the integrity and sustainability of the SAF and RD supply and value chains through independent validation and certification by ISCC CORSIA and RSB Global Fuels certifications
• Aim to achieve Net Zero SAF in the long-term while maintaining progress in the immediate term
• Go beyond supporting customer goals to influencing, advocating, and enabling the change required to decarbonize key sectors

Our Core Values

• Safety in all that we do and create
• Sustainability today and for tomorrow
• Humanity by focusing on the greater good
• Integrity to act responsibly and do the right thing, always
• Diversity, equality, and justice for all
• Acceleration to deliver and with a sense of urgency

LanzaJet Code of Business Conduct 

• Growth through continuous improvement and dedication to excellence
• Respect and look after one another, our workplace, our community, and the planet
• Innovation fuels us and inspires what we do
• Collaboration through teamwork within and beyond LanzaJet

Your Responsibilities

Each of you has an obligation to read and understand the Code. You must follow the Code, along with all other LanzaJet policies and requirements that apply to your specific role. You must never try to work around the Code or act in a way that is inconsistent with the Code. If you would like further help understanding any part of the Code, you can seek guidance or direction from your manager or others identified within this Code.

It is every employee’s responsibility to speak up and report any known or suspected violations of the Code. By not addressing issues, we risk LanzaJet’s reputation and possible penalties that could affect our team members, our strong culture, LanzaJet’s ability to safely operate, and future business opportunities. Our ability to promptly address possible violations of the Code can prevent larger consequences or address them before they have any consequences at all. Violations of the Code can result in disciplinary actions, including termination of employment.

All reports will be treated confidentially to the extent possible. We must all cooperate with investigations into potential Code violations, and such cooperation is an expectation of continued employment.

Adherence to our Code will also be considered when employees are considered for a promotion or new role at LanzaJet.

Managers

Managers serve as role models at LanzaJet and are expected to always exhibit the highest levels of integrity, honesty, and respect — to the extent possible — in all of their interactions. Managers lead by example and should ensure that all employees feel safe to raise any concerns without fear of retaliation and know concerns will be addressed in a timely and appropriate manner.

Managers must understand and follow the Code and ensure that their reports also understand and follow the Code. Managers must also alert their leaders to any violations of the Code that they learn of, and, if told of an actual or potential violation, they must ensure it is investigated and resolved.

LanzaJet will not tolerate any form of retaliation against anyone who raises a good faith concern or potential Code violation. Any act or threat of retaliation against a LanzaJet employee will be treated as a serious violation of our Code. If you feel that an act of retaliation has occurred, you should report your concerns to the VP, People or to others in Company leadership.

Compliance with Laws

LanzaJet complies with all applicable laws in all jurisdictions including the United Nations Universal Declaration of Human Rights and the core conventions of the International Labour Organization. Compliance with all applicable laws is not optional, it is legally required, and is the cornerstone of our expectation that all employees act with the highest levels of honesty and integrity. 

Laws are complex and vary between jurisdictions. For that reason, you must familiarize yourself with all laws, regulations, policies and procedures that apply to your particular role and to the particular regions in which you work. If a local law requires a higher standard of conduct than our Code, you must comply with the local law. If you ever have any questions about the lawfulness or appropriateness of any particular action, you should seek advice from the LanzaJet Legal Department.

Each employee’s employment rights are governed by the laws of the countries in which they are employed. This Code sets forth LanzaJet’s expectations for our employees but does not create any contractual right to employment.

Insider Trading

In your role at LanzaJet, you may become aware of inside information about LanzaJet or other publicly traded companies, including LanzaTech and LanzaJet’s other shareholders. LanzaJet expects each employee to comply with all national and international laws on insider trading (trading in shares or other securities of a company when you have material inside information about such company). Material inside information is information that is not generally available to the investing public and, if disclosed, would reasonably be expected to affect the price of a security or would influence the decision to buy, sell, or hold a security. Examples of material inside information may include major transactions (i.e. mergers or acquisitions), outcome of major litigation, a change in senior leadership, or potential licensing opportunities. This list is comprised of examples and is in no way meant to be exhaustive. In your role, material inside information may present itself to you in a variety of ways such as learnings from formal or informal meetings, overhearing conversations while visiting a customer’s site, or seeing a document on a copy machine or on a conference room table or in a common area.

If you have material inside information about LanzaJet, you must not share it. If you learn about material inside information related to any other publicly listed company in the course of your work, you must not deal in that company’s securities until such information becomes public and you must not share that information with anyone else unless you are authorized to do so.

Specific individuals, because of their positions with the LanzaJet (including directors, officers, and other key employees involved in certain financial and other forecasting activities), are viewed as possessing material inside information and are designated as ​“insiders”. These individuals are subject to additional restrictions (such as pre-clearance authorization).

Violations of securities laws would be considered a violation of this Code and may also subject individuals to both civil and criminal prosecution.

Money Laundering

Money laundering occurs when the proceeds of a crime are hidden in legitimate business dealings or when legitimate funds are used to support criminal activities. We must be vigilant at all times to help protect our reputation and ensure that LanzaJet complies with the law. All required due diligence specified by LanzaJet must be conducted. This is a requirement as it is important that we know who we are engaging in business, and we must never knowingly engage with criminals or suspected criminals or with the proceeds of a crime or suspected crime. 

Antitrust and Competition Laws

LanzaJet has worked hard to establish its reputation for integrity and honesty, and it is expected that all employees uphold this reputation in all transactions where they are representing LanzaJet. We will never take advantage of anyone through unfair or illegal business practices. Antitrust and competition laws were put in place to protect free enterprise and fair competition. LanzaJet employees should not engage in illegal practices including price-fixing, market division, bid-rigging and anti-competitive practices.

LanzaJet complies will all competition laws in all countries where we do business. In your role, you have a duty to comply with all competition laws that apply to your job function. You must not discuss, agree, or collaborate with competitors to fix prices (including discounts, surcharges, credit terms), reduce output, divide up markets or customers, boycott customers or suppliers (unless required by law), or rig bids or tenders.

You must not share any competitively sensitive information unless otherwise authorized and you must not discuss with any LanzaJet competitor any information that you are not legally authorized to discuss. It is your duty to immediately object to and leave any meeting or other event if competitively sensitive matters arise. Be sure your departure is noted and immediately report the matter to the LanzaJet Legal Department.

Trade Compliance

LanzaJet is a growing global company and complies with all applicable national and international trade regulations. That means that we abide by all applicable prohibitions about trading with countries that are subject to trade sanctions, and we do not engage in indirect transactions that seek to thwart these restrictions.

You must ensure that all third parties you engage with on behalf of LanzaJet (such as counterparties to agreements, end users, contractors, service providers, etc.) have been properly screened against applicable sanctions lists. Engagement with a sanctioned party or in a sanctioned country is prohibited unless expressly authorized in accordance with LanzaJet procedures and then only in strict adherence with those procedures. Any questions regarding sanctions can be directed to the LanzaJet Legal Department.

Intellectual Property

LanzaJet has established a reputation for innovation, new ideas, and proprietary technology. These ideas and technologies are protected through patents, trademarks, trade secrets, know-how, copyright and other IP rights. All LanzaJet employees must help protect the reputation we have established and protect our intellectual property rights as LanzaJet continues to grow and innovate. If you observe or become aware of that an employee or a third party is infringing or misusing LanzaJet’s intellectual property, you must report this to the LanzaJet Legal Department immediately.

Each employee must use our brands and trademarks appropriately and adhere to our brand standards. All LanzaJet confidential information must be protected and not disclosed outside of LanzaJet without permission or an appropriate written agreement. 

If you are instructed by the LanzaJet Legal Department to preserve information, you must ensure it is kept as directed.

We also respect the intellectual property rights of others. Not respecting their rights may impact our ability to operate and could cause great damage to our business and reputation. Do not accept confidential information from a third party unless you have been authorized to do so and have agreed to receive it under a prior written agreement. Do not misuse confidential information of a third party. Do not download unlicensed software onto LanzaJet computers or copy or distribute other party’s copyrighted material. Do not download or copy other party’s songs, photographs, or videos without the consent of the rightful owner. Do not disclose or use confidential information of your former employers in your LanzaJet work.

Equal Opportunity, Inclusion and Diversity

LanzaJet is committed to creating a diverse, respectful, and inclusive workplace, allowing LanzaJet to attract the widest possible talent pool and the very best professionals to join our team. LanzaJet’s employment decisions, including hiring, promotion, compensation, professional development and termination are based solely on merit, qualifications, skills, abilities, and performance without regard to race, color, religion, gender identity, sexual orientation, national origin, age, disability, or any other locally protected status.

LanzaJet values the diverse backgrounds, experiences, and perspectives of its employees. We are committed to fostering an inclusive environment where every individual feels valued, empowered, and respected.

Human Rights

LanzaJet is committed to conducting business in a way that respects the human rights of all people. Forced labor, child labor, bonded labor and human trafficking in our operations or supply chain will not be tolerated.

Respectful Workplace

LanzaJet has zero tolerance for any form of harassment, whether based on an individual’s race, gender, sexual orientation, religion, or any other characteristic. Acts or threats of violence or any humiliating, intimidating or hostile behavior will not be tolerated. Individuals who engage in these behaviors are subject to disciplinary action, including termination of employment. All acts or threats of violence must be reported to your supervisor or LanzaJet VP of People immediately. We are all expected to treat others with respect and avoid any behavior that could be deemed offensive or inappropriate.

Feedback and constructive criticism are part of every workplace and must always be delivered in an appropriate and respectful manner. There is zero tolerance for any physical or verbal intimidation, inappropriate jokes or comments, or displays of offensive or disrespectful material. Each of us are empowered to challenge someone if their behavior is hostile, intimidating, humiliating or disrespectful, or to report the behavior to their manager or the VP of People. 

Environmental, Health and Safety

We prioritize the health, safety and communities of our employees by adhering to all safety protocols and maintaining working spaces compliant with all local requirements. Each employee has a duty to comply with all laws, standards, and procedures and to intervene in any unsafe or noncompliant conditions or practices. Unsafe or noncompliant conditions or practices, safety incidents regardless of injury, and near misses must all be reported by each employee to the applicable Local Health and Safety Lead, Plant Manager or the VP of Operations as soon as they become aware of it.

Sustainability and Environmental Practices

LanzaJet is committed to reducing our impact on the environment by efficiently producing and providing Sustainable Aviation Fuel and renewable diesel. To achieve this success, we must also be committed to the sustainability of our supply chain. Due the nature of our business and core to our principles and values, LanzaJet requires all employees and suppliers to understand their environmental impacts and support LanzaJet’s sustainability practices and certification requirements. Suppliers need to provide their greenhouse gas emissions when requested and comply with pollution prevention practices to ensure sustainable operations throughout the supply chain.

IT and Electronic Communications

You must comply with LanzaJet’s IT security requirements. You are prohibited from using your personal email accounts for work communications, unless authorized in writing by your manager. Your IT login credentials are for your use only and must not be shared with anyone else, even others at LanzaJet. You are prohibited from modifying or disabling the security settings on LanzaJet’s IT equipment, unless instructed to do so by LanzaJet IT. Storing, posting or transmission of any indecent or offensive material using LanzaJet IT equipment is prohibited, as is connecting to any online gambling sites or conducting any unlawful activities. You must not generate high network traffic or data storage costs due to personal use.

Conflicts of Interest

Conflicts of Interest (COIs) occur when our personal relationships and interests influence or appear to influence our ability to make business decisions on behalf of LanzaJet. Employees must act in the best interest of LanzaJet and avoid situations where personal, financial, or other interests conflict with their responsibilities to LanzaJet. 

Employees must avoid COIs and must disclose immediately any circumstances that may create a perceived or actual COI to the General Counsel and VP, People.

A COI can exist, for example, if you…

• Have a financial interest in a LanzaJet competitor, supplier or business partner
• Accept an extravagant gift from a business partner
• Offer an extravagant gift to a business partner
• Have an ownership interest in a business that sells goods or services to LanzaJet

You may wish to engage in secondary employment outside of LanzaJet from time to time. If you choose to do so, you must be sure that such secondary employment does not interfere with your obligations to LanzaJet and does not create a COI. Use of LanzaJet assets is not allowed to conduct non-LanzaJet business without specific written authorization by a manager. 

An improper reporting relationship will also give rise to a COI. You may not supervise, work under the supervision of, or influence the employment review, compensation or career progression of any family member or similar close personal relationships.

Providing assistance to a competitor of LanzaJet or receiving an improper benefit, such as an extravagant gift, due to your position at LanzaJet will also result in a COI.

Never influence, attempt to influence or be involved in the business relationship between a family member or close personal relationship and LanzaJet, including with respect to bidding, contracting and negotiations.

Competing against LanzaJet is also a COI. You must never take a business opportunity meant to LanzaJet nor direct a business opportunity away from LanzaJet for personal gain.

Business Communications

We communicate with each other and our customers, suppliers and other third parties via many different means including verbally, emails, instant messages, texts and social media posts and whichever medium is used, everything we say and write reflects on LanzaJet’s reputation. All public communications made on behalf of LanzaJet are subject to the review and approval of LanzaJet’s Corporate Relations and Marketing department. If a request is received from the media or any member of the investment community, it should be forwarded to the LanzaJet Corporate Relations and Marketing department for handling. Social media posts should be done within the LanzaJet social media guidelines, found on SharePoint Employee Resources page. For additional questions related to social media, please reach out to the Marketing team.

All public presentations regarding LanzaJet technology at industry conferences or other events must first be approved by the Corporate Relations and Marketing team, as required by LanzaJet policy. Such presentations must be consistent with LanzaJet brand standards, company strategy, and not disclose any LanzaJet Confidential Information.

Data Protection

At LanzaJet, we protect the confidentiality of our information and respect the privacy rights of individuals by managing personal data in a professional, lawful, and ethical manner. 

“Personal data” is broadly defined as any information relating directly or indirectly to an identified or identifiable natural person, such as name and contact details. Other examples of personal data include: HR records, employee ID number, geo-location data, log-in credentials, and online identifiers such as an IP address.

Before collecting personal data, you must identify the privacy risks and you must only use personal data for appropriate business purposes. You must limit the personal data you use and avoid using any personal data if a task can be achieved without using personal data. Do not share personal data with anyone, either inside or outside of LanzaJet, that does not have a business need to know it and delete personal data when it is no longer needed. Also make sure to encrypt any documents that include personal information (e.g. Social security numbers) when sending by unsecure sources such as email.

Accurate Books and Records

At LanzaJet, the integrity of our financial and operational records is not just a legal requirement but a reflection of our commitment to transparency, honesty, and ethical conduct. Accurate books and records are fundamental to informed decision-making, maintaining the trust of our stakeholders, and providing a clear account of our stewardship. All information submitted in our financial and operational records must be true, correct, and complete. Never make a false, inaccurate, or misleading statement in any of our corporate documents. This includes each employee’s responsibility to accurately and timely report their time worked, paid time off, business expenses, etc.

Accuracy, Accountability and Retention

All transactions, regardless of size or nature, will be recorded accurately and in a timely manner. No information should be concealed, and no transaction should be misrepresented. Our financial statements and all other public communications will always reflect a clear and precise picture of LanzaJet’s financial condition and should be maintained to the highest ethical standards as they may be subject to audit or regulatory review.

Individuals responsible for maintaining or recording financial and operational data are expected to do so with utmost diligence and accuracy, understanding the gravity of their responsibility. Records will be maintained for durations prescribed by law and as necessary for our business operations. The unauthorized destruction or tampering of records is strictly prohibited.

Compliance with Audits and Investigations

LanzaJet adheres to generally accepted accounting standards and relevant regulations. We are committed to continually updating our practices in line with evolving standards and regulations. Everyone at LanzaJet must cooperate with all audits and investigations, whether internal or external. Each employee has a duty to provide auditors and investigators with information to which they are entitled. Each of us must cooperate fully and respond truthfully and completely in any audit or investigation. No employee may interfere or attempt to interfere or influence any audit or investigation. If contacted regarding a governmental investigation, you must notify the LanzaJet Legal Department immediately before proceeding with any further conversations. The LanzaJet Legal Department will have primary responsibility to manage any governmental investigations and any litigation matter.

Reporting

Any employee who becomes aware of any discrepancy in our records, or any violation of our accounting practices, is expected to report the matter immediately without fear of reprisal.

Protection and Proper Use of Company Assets

LanzaJet’s assets come in many different forms – physical (e.g., laptops, monitors), electronic (e.g. files, emails), financial (e.g. revenues) and intangible (e.g. intellectual property). We expect all employees to protect LanzaJet assets from loss, damage, misuse, theft, and waste. Be vigilant to the risk of theft. Your LanzaJet corporate credit card is for approved business expenses only. LanzaJet documentation should only be copied and/​or emailed for legitimate business purposes. Do not email LanzaJet documents to your personal email account or to any other third parties, except for documentation sent to third parties for legitimate business purposes.

Anti-Bribery and Corruption

LanzaJet has zero tolerance for bribery and corruption. All business dealings must be transparent and free from any form of corrupt practices. You must never solicit, give or receive any bribes or kickbacks. Even the appearance of such actions must be avoided as unsubstantiated claims can damage LanzaJet’s reputation for integrity and honesty.

You must not, directly or indirectly, offer, pay, make, seek or accept any payment, gift or favor in return for favorable treatment or to gain an advantage in your commercial dealings. 

LanzaJet complies with all applicable anticorruption laws in all countries regarding improper payments to government officials. Improper payments can be payments made both directly and indirectly including anything of value (such as an offer or promise of payment, employment, etc.) for the purpose of influencing government actions. Lavish entertainment can be considered improper payments. Be aware that sometimes it is not immediately obvious who a ​“Governmental Official” may be, as this also covers officials of government agencies and political parties and employees of state-owned companies and joint ventures. Never engage or retain a third party (such as a sales representative or intermediary) without vetting and approval as we could be held responsible for an improper payment made by them on our behalf.

Facilitation payments, except in the case where an employee’s life or liberty is at risk, are prohibited and in most countries are illegal and a violation of anti-corruption laws. Facilitation payments are payments made to government officials to expedite routine approvals, such as for business licenses or visa approvals.

Gifts and Hospitality

LanzaJet’s staff is discouraged from accepting or offering gifts and hospitality (G&H) from or to customers, licensees, suppliers and service providers, and any other business partners. G&H should never be allowed to influence your business decisions or give the appearance of impropriety.

Never offer, give, seek or accept: any illegal or inappropriate G&H (including cash, cash equivalents, vehicles, personal services or loans), or G&H where the business partner is absent or during periods when important business decisions are being made.

Community Engagement and Corporate Citizenship

We aim to make a positive impact in the communities where we operate and contribute to their well-being and development. We are each a representative of LanzaJet in the communities where we live and work and should conduct ourselves accordingly — being good stewards of our company and good corporate citizens. LanzaJet’s reputation is critical to the success of our company and each of us is responsible for that, both while on the job and outside of working hours, in how we conduct ourselves within our communities.

LanzaJet works closely with the communities where we operate to be good corporate citizens, working in partnership with the schools, emergency management organizations, businesses and other public institutions that may impact our work. Our efforts in Soperton can be models for how we replicate a strong reputation across future operating sites.

LanzaJet does not discourage employees from participating in their local communities’ political affairs, but LanzaJet funds and resources should not be used without express written permission from, and the guidance of, the VP of Governmental Affairs.

Waivers of the Code

In extremely rare circumstances, LanzaJet may find it appropriate to waive a provision of the Code. Waivers of any action not compliant with the Code must be obtained in advance from the LanzaJet CEO or LanzaJet General Counsel. Waivers for Board of Directors members and for any executive officers may only be granted by the Board of Directors in advance of any action not compliant with the Code. Waivers that are granted will be disclosed by LanzaJet whenever required by law. The LanzaJet Board of Directors, when granting any waiver, shall put in place appropriate restrictions and controls to protect LanzaJet and its shareholders.