COMPANY, CULTURE, COMMUNICATIONS,

AND MOST IMPORTANTLY CUSTOMER DELIGHT!

Code of Ethics
 A Note From Rob

2
 Delight Customers.

Do the Right Thing.

Work With and For Each Other.

Be a Company of Which All Can be Proud.

These core values shape how we do business with our customers,

partners, government agencies and fellow employees all over the world.

This Code is a living, breathing document that establishes our legal and
ethical standards of behavior, and supports our commitments to human
rights, respectful treatment of others and equal opportunity.

We all have a shared responsibility to speak up and report any behaviors

or actions inconsistent with this code. We investigate all reports of
misconduct and ensure there is no retaliation against individuals who
report in good faith. While situations can sometimes present unique or
complex challenges, our belief is simple: Do the Right Thing. If you aren’t
sure what that is, that’s ok, you can always ask for help. If you do not
know who to ask, you can always ask me, or if you prefer, you can use the
“Straight to the CEO” anonymous portal.

Please take the time to read and understand this Code. Please apply it
to your everyday business activities because in doing so you are helping
Bottomline to remain a successful company, rooted in integrity and trust –
a source of pride for all of us and a driver of our continued success.

Sincerely,

Rob Eberle, CEO

3
 Table of
Contents
WORK WITH & FOR EACH OTHER
1. Personal Dignity and Respect 9
2. Conflicts of Interest 10

3. Cybersecurity 11

DO THE RIGHT THING

1. Honest/Ethical Conduct and Fair Dealing 14
2. Anti-Corruption and Anti-Bribery 14
3. Insider Trading 15
4. Providing Company Information 15
5. Gifts and Entertainment 16
6. Political Contributions 17
7. Charitable Contributions 17
8. Social Responsibility and Sustainability 18

4
INNOVATE, COMMUNICATE, WIN & GROW
1. Records and Money 22
2. Public Disclosure 25
3. Safeguarding Good Name and Reputation 25
4. Confidential Information 26

CREATE & GROW SUSTAINED BUSINESS VALUE

1. Following the Letter and Spirit of the Law 30
2. Human Rights 31
3. Anti-Money Laundering 32
4. Anti-Trust and Competition Laws 33
5. Global Trade: Export Controls, Restricted Countries,
Imports & Boycots 35

BE A COMPANY OF WHICH WE CAN ALL BE PROUD

1. Use of Intellectual Property and Proprietary Information 38
2. Software Code of Ethics 40
3. Protection of Corporate Assets 41
4. Social Media and Other Online Activity 42
5. Assistance with Audits 45

SPEAK UP: ASK FOR GUIDANCE AND VOICE CONCERNS

1. Participating in an Investigation 48
2. Non-Retaliation Policy 49
3. Ask Questions 50

5
 WORK WITH
& FOR EACH
OTHER

6
8
Personal Dignity and Respect

Personal integrity, practiced on a daily basis, is the foundation of

corporate integrity. We are all expected to act with honesty and integrity
at all times. We should operate with the highest standards of individual
and corporate integrity. To that end, each of us is personally responsible
for supporting Bottomline’s core values.
We are committed to providing a work environment free of
discrimination and harassment on the basis of race, color, national
origin, sex, gender, gender identity or expression, sexual orientation,
marital status, registered domestic partner status, citizenship status,
religion, age, physical or mental disability, medical condition, genetic
characteristics and information, ancestry, military and veteran status
or any other category. We give equal employment opportunity to all
individuals in compliance with legal requirements because it’s the right
thing to do.
We are committed to fostering an inclusive workplace where talented
people work, thrive, contribute to Bottomline’s success and develop
their careers and the careers of our colleagues. Supporting a diverse,
engaged workforce allows us to be successful in building trust,
empowering teams, and delighting our customers.

9
WORK WITH & FOR EACH OTHER

Conflicts of Interest

A conflict of interest occurs when one’s personal interests influence

or could appear to influence one’s ability to act in the best interest of
Bottomline. We address conflicts of interest in an ethical manner to ensure
the decisions we make involving Bottomline or its business are in the best
interest of our Company. Our personal interests can affect our decisions
even when we think they will not, and even the appearance of conflicts of
interest can have a negative impact on the Company. You should disclose
potential conflicts of interest promptly and accurately, and to abide by any
measures put in place by Bottomline to protect its interests.
You have a conflict of interest if:
• Your actions or interests could prevent you from performing your
duties in an honest, objective and effective manner
• You have an incentive to benefit yourself, your friends or family at
Bottomline’s cost
• You, your friends or family receive improper benefits as a result of
your position at Bottomline
Whether a conflict of interest exists is not always clear. When in doubt,
please discuss the particular situation with your manager, a member of the
People Success Team or navigate to the section “Ask Questions” on page
50 of this code for additional ways to ask questions and obtain guidance.

10
Cybersecurity

Each team member should be alert for potential attacks on Bottomline’s

systems and customer-facing platforms. Please report anything that
seems suspicious or concerning, even if you are unsure. If you observe or
become aware of anything concerning or suspicious, please report details
promptly to Bottomline’s Chief Information Security Officer at
CISO@bottomline.com.

11
 DO THE
RIGHT THING

12
DO THE RIGHT THING

Honest and Ethical

Conduct and Fair Dealing

We deal honestly, ethically and fairly with our customers, competitors, suppliers
and each other. We have an absolute commitment to treat others with dignity,
respect and equal opportunity. We conduct our business with honesty and
integrity, and we expect our business partners’ values and business practices
to mirror ours regarding compliance with the law, product quality, safety, human
rights, treatment of employees and environmental compliance.
We are and want to always be a company that is known for Doing the Right Thing.

Anti-Corruption and Anti-Bribery

We are committed to acting professionally, fairly and with integrity at all times,
and to never engage in bribery, kickbacks or corruption.
Under applicable anti-bribery and anti-corruption laws, companies can be held
responsible for the actions of third parties engaged to act on their behalf, even
if the entity is unaware of or does not approve of the third party’s actions. For
that reason, please carefully review and attend to third party relationships,
such as resellers, advisors, and contractors, and set clear expectations that
bribery and corruption are not permissable under any circumstance.

14
Insider Trading

Trading in securities based on material non-public information about

Bottomline or other companies or providing such information to others to
trade in our securities or securities of other companies is prohibited by law.
Information is material if a reasonable investor might consider it important
in deciding whether to buy or sell stock. Information is non-public until it has
been appropriately disclosed to the public (such as through a public filing with
the government or a press release).
Bottomline has black-out periods, which are periods of time when employees
may not trade in Bottomline stock. Black-out periods occur at standard
intervals (generally a few weeks prior to quarter or year end until a few days
after public earnings releases), as well as from time to time as circumstances
arise. Please be sure to adhere to all restrictions on trading Bottomline
securities during black-out periods.
Bottomline has adopted an Insider Trading Policy which is available on the
Guidelines page on iPortal or from Bottomline’s People Success Team. If you
are unsure of the legal issues related to any purchase or sale of securities,
please ask the Legal Team at Legal@Bottomline.com.

Providing Company Information

From time to time current or former employees may be contacted by stock

analysts or consultants willing to pay them for information or insights about
Bottomline. It is a breach of confidentiality to share information about
Bottomline that is not public and may not be publicly known, particularly for the
purpose of gaining an investment edge. Participating in these schemes is illegal
as a violation of insider trading laws. Should you be contacted for this purpose
please decline to share any information and inform Legal@bottomline.com.

15
Gifts and Entertainment

We understand that building relationships with customers, partners and

vendors is occasionally accomplished in social settings. Common sense and
moderation must prevail in business entertainment engaged in on behalf of
Bottomline. Team members may accept and provide business entertainment
to or from anyone doing business with Bottomline (e.g., dinners, sporting
events, etc.) if the entertainment is modest, and intended to serve legitimate
business goals and in compliance with applicable law. Similarly, the
exchange of gifts (e.g. holiday cookies, bottle of wine) should be thoughtfully
considered. If any team member has a question about entertainment or gifts,
please ask your manager.

16
Political Contributions

We are committed to fostering a “politics-free” environment at

Bottomline. Bottomline funds are not used to support any political
party, political committee, or candidate. Bottomline complies with
all laws and regulations governing campaign contributions in any
federal, state or local election, in any country. All team members are
free to use their own funds to make individual political contributions
in accordance with applicable law. Bottomline will not provide
reimbursement in any form for political contributions.

Charitable Contributions

We recognize our responsibility to the community at large. Being an

active participant in our community is a fundamental responsibility.
We work hard to ensure that giving back to the communities where
our employees work and live, and to making the world a better place,
is a theme that runs throughout our business. This commitment
is exemplified by the number of Bottomline employees involved in
charitable organizations around the world as well as the support
we provide to these organizations. Our commitment is more than a
corporate program, it’s part of the people and the culture at Bottomline.
To learn more about Bottomline’s philanthropic programs, please review
our Corporate Social Responsibility & Sustainability Report.

17
DO THE RIGHT THING

Social Responsibility and Sustainability

Bottomline is fully aware of the broader impact a company like ours can have
on our communities and our planet. The core of Bottomline’s business is to
help organizations transition from paper checks to electronic payments, which
in and of itself has a significant environmental impact. Our physical locations
offer both single-stream recycling and electronic recycling.
We work to minimize our environmental footprint by recycling materials during
construction and renovation of our properties. We use sensored lighting,
regulated HVAC systems, energy saving appliances, windows and doors, as
well as furnishings and carpet made with recycled materials and on-site water
purification systems to reduce the number of plastic bottles used.
Sustainability is a way of life at Bottomline and it is exemplified through our
products, customer interactions and employee engagement. For additional
information, please review our Corporate Social Responsibility & Sustainability
Report available at https://www.bottomline.com/us/about/corporate-social-
responsibility-sustainability.

18
19
 INNOVATE
COMMUNICATE
WIN & GROW

20
INNOVATE, COMMUNICATE, WIN & GROW

Records and Money

Please honestly and accurately report all business transactions and

remember that you are responsible for the accuracy of your records and
reports. Accurate information and reporting are essential to Bottomline’s
ability to meet legal and regulatory obligations. It is Bottomline’s policy to
provide full, fair, accurate, timely and understandable disclosure in reports
and documents filed with, or submitted to, the Securities and Exchange
Commission and in other public communications. Team members may not
enter into side agreements on behalf of the Company, whether written or
verbal, which are intended to alter or provide additional terms, conditions or
commitments that are not reflected in the actual agreement with a third party.
We are required to accurately account for all Bottomline money and spend it
only on lawful Bottomline-related purposes. If our duties involve verification
of expenditures or requests for reimbursement, we are each responsible for
verifying that our expenditures legitimately comply with Bottomline policies
and applicable laws, and that the amount of reimbursement received is
accurate. We are each responsible for safeguarding Bottomline assets,
and therefore we need to ensure proper accounting of expenses incurred
as well as accurate payment of reimbursement requests. All requests for
reimbursement should be submitted on a timely basis and be supported by
original receipts. In addition, our expenditures must be properly recorded
and comply with all applicable Bottomline policies, including the Travel and
Expense Reimbursement Policy.

22
23
24
Public Disclosure

All of our public communications, including filings with the Securities and
Exchange Commission, need to be accurate, timely and understandable.
If any team member becomes aware of any material information or
omission that may make our public disclosure misleading or inaccurate,
please bring that information to the attention of the Executive Vice
President Global Controller or General Counsel.

Safeguard Good Name and Reputation

Bottomline’s good name is in your hands. We should always conduct

ourselves in a manner that is consistent with protecting the Company’s
good name and reputation. To that end, please do not make, or cause
others to make, any false, disparaging or derogatory statements in
public or private to any person, entity, media or social media outlet
regarding Bottomline’s products, business affairs, financial condition, or
relationship with any of its customers.

25
INNOVATE, COMMUNICATE, WIN & GROW

Confidential Information

We keep confidential information confidential. To earn and maintain the trust of

our customers, we commit to maintain confidentiality and protect not only our
own confidential information, but that of third parties that entrust us with their
sensitive and confidential information.
Please maintain the security, privacy and integrity of confidential information
from Bottomline or any other entity including customers or other third parties
with whom we do business. Confidential information of Bottomline or any other
entity should not to be shared with other team members unless they have a
need to know the information to perform their job.
Third parties may ask you for information about Bottomline. Please do not
discuss internal confidential Bottomline matters or share internal confidential
information with anyone outside of Bottomline, except as required by your
job or role and after an appropriate confidentiality agreement is in place.
This applies particularly to inquiries concerning Bottomline from the media,
investment professionals (such as securities analysts, institutional investors,
investment advisers, brokers and dealers) and security holders, as well as to
any form of social media. If you receive any inquiries of this nature, please
decline to comment and refer the inquirer to one of our official spokespersons.
For details on communications and our official spokespersons, see the
Communications & Security Section of the Navigational Guide.

26
27
 CREATE
& GROW
SUSTAINED
BUSINESS
VALUE

28
Following the Letter and Spirit of the Law

We are all required to comply with laws, rules and regulations applicable
to Bottomline. We expect each team member to use good judgment and
common sense and to seek advice in unfamiliar situations.
If you become aware of any violation of law, rule or regulation by Bottomline
or by any team member, please report the violation promptly to your manager,
our Chief People Officer or our General Counsel. We always strive to address
all matters internally where practical, but you should not feel discouraged
from reporting any illegal activity to an appropriate government or regulatory
authority. Team members may not discharge, demote, suspend, threaten,
harass or in any other manner discriminate against another team member
because he or she reports any such violation. This Code is not intended to and
should not be construed to prevent you from engaging in concerted activity
protected by the rules and regulations of the National Labor Relations Board
(or government labor agency or board in your jurisdiction) or from testifying,
participating or otherwise assisting in any state or federal administrative,
judicial or legislative proceeding or investigation.

30
Human Rights

Bottomline is committed to the protection and preservation of human

rights around the world. Our commitment to human rights is embedded
in the culture and values that define our company and is reflected in our
policies and actions toward our employees, partners, suppliers, and the
communities and countries where we do business.
We require our business partners to exhibit respect for fundamental human
rights and human dignity and respect for the equal rights of men and
women while doing business with us.
We are committed to an inclusive, safe and ethical workplace as
demonstrated within our Equal Employment Opportunity Statements and
our other People Success policies.

31
CREATE & GROW SUSTAINED BUSINESS VALUE

Anti-Money Laundering

Bottomline is committed to the fight against money laundering, which

continues to be the focus of considerable attention by governments,
international organizations and law enforcement agencies around the world.
This is an issue that we take extremely seriously.
Money laundering is the process of concealing illicit funds or making them
look as though they are legitimate. This includes concealing the criminal
origin of money or other property – sometimes called the proceeds of crime –
within legitimate business activities. It also covers the use of legitimate funds
to support crime or terrorism.
We never condone, facilitate or support money laundering, which means:
• We will always comply with anti-money laundering laws and regulations
which generally includes identifying clients, monitoring client activity and
reporting suspicious or unusual activity consistent with applicable laws.
• We will seek to minimize money risks through our anti-money laundering
policies and practices. These are designed to avoid receiving, or being
involved in an arrangement or transaction that relates to funds that may be
the proceeds of crime.
• We take reasonable and appropriate actions to identify and assess the
integrity of our business partners. We should be vigilant and exercise good
judgment when dealing with unusual customer transactions.
We each play a role in actively guarding against the use of our brand, products
and services for money laundering.

32
Anti-Trust and Competition Laws

Bottomline supports free and fair competition. We do not engage in any

conduct that would unfairly and unlawfully diminish competition in the
marketplace. To ensure markets operate fairly and efficiently, many nations
have implemented laws to prohibit anti-competitive practices. While anti-trust
and competition laws are complex, they generally forbid entering into formal
or informal agreements regarding activities that may restrict competition.
Examples of conduct that is generally prohibited under the anti-trust and
competition laws and this Code include:
• Agreements among competitors about price or margin
• Agreements among competitors to allocate markets or customers
• Coordinating agreements among customers not to deal with competitors
• Unlawful restrictions on resale
• Sales unlawfully conditioned on agreements to purchase other products
• Exchanging commercially sensitive information with competitors, even if
there is no agreement of any kind

33
34
Global Trade: Export Controls, Restricted
Countries, Imports and Boycotts

Bottomline complies with all applicable global trade laws and regulations.
Each employee and company site that is involved in the cross-border
transfer of any goods, technology or other items has the responsibility to
ensure that our activities are conducted in compliance with all applicable
import and export laws.
The U.S. and other governments impose sanctions or otherwise
restrict transactions with certain individuals, entities, and countries/
territories. There are broad prohibitions on virtually all transactions with
certain countries or territories subject to comprehensive sanctions or
embargoes, as well as with their governments, entities, and residents.
Everyone at Bottomline in all countries must comply with applicable
prohibitions or limitations on transactions with sanctioned or restricted
parties and countries.
Governments also sometimes seek to advance their own political
agendas by requiring or pressuring companies to boycott the companies
or products of other countries. U.S. anti-boycott laws forbid Bottomline
from agreeing or complying with unsanctioned boycott requests,
whether oral or in writing. Bottomline is also required to report these
requests to the U.S. government. If we receive any requests to support
an unsanctioned boycott, we must ignore or in some cases strike or
remove the requests from the documents in which they appear and report
them to our managers and the Legal Team. Please see the Global Trade
Compliance Policy for more information regarding global trade laws.

35
 BE A
COMPANY
OF WHICH
ALL CAN
BE PROUD

36
BE A COMPANY OF WHICH ALL CAN BE PROUD

Use of Intellectual Property and

Proprietary Information

Bottomline intellectual property (patents, copyrights, trademarks, trade

secrets) and other proprietary information are valuable assets. Protecting
these assets, including documenting their creation and maintaining their
secrecy, is critical to Bottomline’s continued success. Patentable inventions
include new and useful products, compositions, devices, methods, and
techniques. Trademarks include words or symbols used to identify the
entity and its products and services. Copyrights protect creative expression,
but can include things such as software product labels, manuals and
website content. Trade secrets include data or information that is treated
as secret, derives value from not being known outside Bottomline, and that
is unavailable to those outside Bottomline except under confidentiality
agreements. Proprietary information includes data or other information that
has been developed or assembled on Bottomline’s (or a third party’s) time
or at Bottomline’s (or a third party’s) expense and is non-public or not easily
determined or re-created by others.
It is our duty to protect Bottomline’s intellectual property and proprietary
information, and not share such information with anyone outside or within
Bottomline who is not authorized to receive and does not have a business
need to receive that information.
All material used in the course of our business that is protected by the
intellectual property rights of others must be appropriately used with
permission from the third party that owns or controls such rights. Questions
about whether permission is needed, or whether the material may already
have been licensed by Bottomline, should be directed to the Legal Team.

38
39
Software Code of Ethics

As representatives of a technology entity, it is vital that we respect the

value of software licenses and the underlying intellectual property in
software, whether Bottomline software or third party software we use in
the scope of our work. Unauthorized duplication of copyrighted computer
software violates the law and is contrary to Bottomline’s standards of
conduct. Bottomline adheres to the following principles:
• Bottomline will provide and use legally acquired software to meet
legitimate software needs in a timely fashion and in sufficient
quantities for its needs.
• Bottomline will comply with all license or purchase terms regulating the
use of any software it acquires or uses.
• Bottomline will enforce internal controls to prevent the making or
using of unauthorized software copies, including effective measures
to verify compliance with these standards and appropriate disciplinary
measures for violation of these standards.
If you have questions please contact Bottomline’s Chief Information
Security Officer.

40
Protection of Corporate Assets

All team members play a role in protecting Bottomline assets and

using those assets efficiently and appropriately. Assets provided to
team members by Bottomline, including desktops, laptops, mobile
devices, and Bottomline data stored within them, remain the exclusive
property of Bottomline. Theft, carelessness and waste have a direct
impact on Bottomline’s financial performance. Please report loss of
any Bottomline device or data to your manager and the Information
Technology department.
Please keep in mind that Bottomline’s intellectual property includes
not only patents and trademarks, but also trade secrets, know-how
and other product and technical information that is not publicly
known. Protection of this intellectual property is critical to Bottomline’s
continued success. Please use care not to purposefully or inadvertently
disclose this information to parties outside of Bottomline. There may
be instances when disclosure of intellectual property to third parties is
appropriate, in which case team members should seek guidance from
Bottomline’s Legal Team prior to any such disclosure, to ensure that
appropriate protections are in place.

41
BE A COMPANY OF WHICH ALL CAN BE PROUD

Social Media and Other Online Activity

Those of us who use online communication tools like blogs, social media
sites and other digital platforms — whether on our own personal time or in an
official capacity on behalf of Bottomline — assume responsibility for ensuring
that our activities comply with Bottomline policies and laws or regulations.
Any time we endorse or promote Bottomline or any of our products in a forum
in which our connection to Bottomline is not obvious, whether in person or
online, we need to disclose our connection to Bottomline. Such disclosure
should be clear and conspicuous, readily visible within our communication,
and understandable and apparent to the average reader near the beginning of
the communication.
If we use social media or other forums to express our personal views
regarding Bottomline, our products or our competitors, we should indicate
that our comments do not represent the positions, strategies or opinions
of Bottomline. If we engage or provide something of value to a consultant,
agency, celebrity, consumer, blogger or other party to entice or encourage
them to review, promote or endorse Bottomline or our products, we must
ensure that those parties also disclose their affiliation with Bottomline.
These requirements apply even to comments we make on our own personal
blog or social media pages or on third-party websites, as well as to actions we
take on Bottomline-affiliated websites, such as product ratings and reviews
and our brands’ social media pages.

42
43
44
Assistance with Audits

Our commitment to accurately and honestly reflect the business

transactions of Bottomline relies on an open and honest relationship with
independent auditors. No team member shall, directly or indirectly, make
or cause to be made a materially false or misleading statement (or omit to
state, or cause another person to omit to state, any material fact necessary
in order to make statements made, in light of the circumstances under which
such statements were made, not misleading) to an accountant in connection
with any audit, review or examination of Bottomline’s financial statements
or the preparation or filing of any document or report with the Securities and
Exchange Commission.
If you have a concern or complaint regarding an accounting or auditing
matter or internal accounting controls, you may confidentially and
anonymously submit those concerns or complaints in writing at the
addresses provided at the end of this Code. Any such concerns or
complaints may also be communicated confidentially and, if you desire,
anonymously, pursuant to Bottomline’s Whistleblower Policy. All complaints
will be reported to the Audit Committee.

45
 SPEAK UP:
ASK FOR
GUIDANCE
AND VOICE
CONCERNS

46
Participating in an Investigation

Bottomline has a responsibility to monitor compliance with this Code and to

take action when it becomes aware of violations. When we in good faith seek
advice, raise a concern or report actual or suspected misconduct, we are
following the spirit of our Code and doing the right thing. We should all feel
comfortable reporting actual or suspected misconduct without fear of losing
our jobs or other harm.

48
Non-Retaliation Policy

Each team member can make a tremendous difference to this organization,

so it is vital that we all act with integrity, respect and in accordance with
applicable laws. Bottomline will not discipline, discriminate or retaliate
against any team member who reports a complaint or concern in good faith.
If you or someone you know is the victim of retaliation, report it immediately
to any of the Bottomline resources available for reporting.
It is a violation of our Code to retaliate against anyone for cooperating with or
participating in an investigation involving possible violations of the law, our
Code or other Bottomline policies, even if the investigation finds no evidence
of misconduct. Anyone who retaliates against a person for participating in an
investigation will be subject to disciplinary action, including termination.

49
SPEAK UP: AS FOR GUIDANCE AND VOICE CONCERNS

Ask Questions

We have a responsibility to ourselves, each other and Bottomline to conduct

business legally and ethically. We should be alert to activities going on around
us and speak up if we suspect illegal or unethical conduct by any employee,
contractor, vendor, supplier, director, customer or other person working for or
on behalf of Bottomline.
Sometimes, it might seem easier to “look the other way,” but doing nothing is,
in itself, an action that can have serious consequences for us as individuals
and for Bottomline. Participation and commitment to monitoring the integrity
of our business conduct is instrumental in sustaining our ethical culture. If we
do not speak up, Bottomline cannot address the problem.
If we suspect that someone is behaving illegally or unethically, or that an actual
or potential violation of the Code or Bottomline policy has occurred, each of us
is responsible for reporting it.
Ways to Raise Questions and Report Concerns:
• Speak to your manager or a People Success Team member
• Contact the General Counsel at GC@bottomline.com or the Chief People
Officer at CPO@bottomline.com
• Anonymously call 1-800-398-1496 or go to www.lighthouse-services.com
• Send an anonymous message to our CEO via the “Straight to CEO” portal

50
51