Great Ajax : Code of Business Ethics

GREAT AJAX CORP.

CODE

OF

BUSINESS CONDUCT AND ETHICS

Effective as of June 11, 2024

4888-2928-2755

TABLE OF CONTENTS
	Page
POLICY STATEMENT	1
APPROVALS AND WAIVERS	2
CONFLICTS OF INTEREST	2
Activities Outside the Company	2
Community Activities	3
Service on Outside Boards of Directors	3
Competitor Relationships	3
Corporate Opportunities & Resources	3
Indirect Interests and Relationships	4
BUSINESS RELATIONSHIPS	4
Suppliers	4
Contracts and Commitments	5
FAIR COMPETITION	5
GIFTS, GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS	5
Gifts	5
Loans	6
Meals, Entertainment, and Travel	6
Investment Activities	6
Bribes and Kickbacks	6
POLITICAL CONTRIBUTIONS AND LOBBYING	7
ACCURACY OF REPORTS, RECORDS AND ACCOUNTS	7
GOVERNMENT INVESTIGATIONS	8
REGULATORY COMPLIANCE	8
INSIDER TRADING; COMMUNICATIONS WITH THIRD PARTIES	9
Insider Trading	9
Communications with the Media and the Financial Community	9
Confidential Information	9
TECHNOLOGY USE AND PRIVACY	10
Authorization	10
Prohibition Against Violating Copyright Laws	10

Other Prohibited Uses	10
OUR WORK ENVIRONMENT	10
COMPLIANCE AND REPORTING	10
Compliance	11
Reporting Procedures and Other Inquiries	11
Policy Prohibiting Unlawful Retaliation or Discrimination	12
The Company Compliance Team	13

GREAT AJAX CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

1. POLICY STATEMENT

It is the policy of Great Ajax Corp. (the "Company") to conduct its affairs in accordance with all applicable laws, rules and regulations of the jurisdictions in which it does business. This Code of Business Conduct and Ethics (this "Code") applies to the Company's employees, officers and directors. This Code is designed to promote:

• honest and ethical conduct by all of the Company's employees, officers and directors, including the ethical handling by such persons of actual or apparent conflicts of interest between personal and professional relationships;
• full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company;
• compliance with applicable governmental laws, rules and regulations;
• the prompt internal reporting to the appropriate person of violations of this Code; and
• accountability for adherence to this Code.

All directors, officers and employees of the Company are subject to this Code and are expected to adhere to and comply with those principles and procedures set forth in this Code that apply to them. The Company promotes ethical behavior and encourages employees to talk to their supervisors and managers and the Company's legal team as identified in this Code or other appropriate personnel when in doubt about the best course of action in a particular situation. Non-employee directors are encouraged to talk to the Chief Executive Officer in such situations. Anyone aware of a situation that he or she believes may violate or lead to a violation of this Code should follow the guidelines under "Compliance and Reporting" below.

The Company will take such disciplinary or preventative action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. To encourage reports of such violations, the Company will not allow retaliation for reports of misconduct made in good faith. Officers, directors and employees are expected to cooperate in internal investigations of misconduct.

This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles as guidelines. Specific Company policies and procedures provide details pertinent to many of the provisions of this Code. These policies and procedures are not a part of this Code or incorporated herein. Although there can be no better course of action than to apply common sense and sound judgment, do not hesitate to

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use the resources available or contact the Company's legal team whenever it is necessary to seek clarification.

1. APPROVALS AND WAIVERS

Certain provisions of this Code require you to act, or to refrain from acting, unless prior approval is received from the appropriate person. Employees requesting approval pursuant to this Code should request such approval in writing from the Company's legal team. Approvals relating to executive officers and directors must be obtained from the Company's Board of Directors. All other approvals may be granted by the Company's legal team.

Other provisions of this Code require you to act, or to refrain from acting, in a particular manner and do not permit exceptions based on obtaining an approval. Waiver of those provisions relating to executive officers, senior financial officers and directors may only be granted by the Company's legal team. The Company must publicly disclose all such waivers involving executive officers, senior financial officers and directors in its annual report on Form 10-K.

1. CONFLICTS OF INTEREST

A conflict of interest arises when an individual's personal interests interfere, or appear to interfere, in any way, with the interests of the Company. A conflict of interest can arise when an employee, officer or director takes actions or has interests that make it difficult to undertake and perform his or her work with the Company objectively and effectively. Employees and officers must discharge their responsibilities on the basis of what is in the best interest of the Company, independent of personal considerations or relationships. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receive inappropriate personal benefits as a result of his or her position with the Company. Directors owe a fiduciary duty to the Company.

Employees, officers and directors should disclose any potential conflicts of interest to the Company's legal team, who will then advise the employee, officer or director as to whether or not the Company believes a conflict of interest exists. Non-employee directors may discuss any concerns with the Company's legal team or the Chief Executive Officer. Employees, officers and directors also should disclose potential conflicts of interest involving the employee's spouse, siblings, parents, in-laws, children and members of the employee's household.

Activities Outside the Company

Although the Company has no interest in preventing employees and officers from engaging in lawful activities during nonworking hours, employees and officers must make sure that their outside activities do not conflict or interfere with their responsibilities to the Company. For example, without limitation, without approval by the Company, an employee, officer generally may not:

• engage in self-employment or perform paid or unpaid work for others in a field of interest similar to the Company;

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• use proprietary or confidential Company information for personal gain or to the
  Company's detriment;
• have an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to the Company;
• use Company assets or employees for personal use, except for incidental use permitted under the Company's policies; or
• acquire any interest in property or assets of any kind for the purpose of selling or leasing it to the Company.

Community Activities

The Company encourages employees, officers and directors to be actively involved in their community through volunteer service to charitable, civic and public service organizations, through participation in the political process and through membership in or involvement with trade associations.

Employees, officers and directors must make sure, however, that these activities are consistent with their employment with, or services to, the Company and do not pose a conflict of interest. This is particularly important before accepting any leadership position (such as membership on the board of a charitable or civic organization), before seeking or accepting political office and before soliciting a charitable contribution. Therefore, officers, directors and employees must obtain the prior written approval of the Company's legal team before serving as a director or trustee of any charitable, not-for-profit,for-profit, or other entity or before running for election or seeking appointment to any government-related position.

Service on Outside Boards of Directors

Serving as a director of another company may create a conflict of interest. Officers and employees must disclose such roles to the Company's legal team, whether or not such company is a competitor of the Company.

Competitor Relationships

Employees, officers and directors should avoid even the appearance of a conflict of interest in their relationships with competitors. Without approval, employees, officers and directors may not:

• provide compensated or uncompensated services to a competitor, except for services rendered under a valid Company contract with the competitor;
• disclose any Company proprietary information to a competitor; or
• utilize for any unauthorized purposes or disclose to a competitor or other third- party any proprietary data that has been entrusted to the Company by a customer or supplier.

Corporate Opportunities & Resources

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Employees, officers and directors are prohibited from taking personal opportunities that are discovered through the use of corporate property, information or position without approval. Without approval, employees, officers and directors may not use corporate property, information or position for personal gain. No employee may compete with the Company, directly or indirectly, for business opportunities except as permitted by the Company's policies.

All employees, officers and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes.

Company resources may be used for de minimis personal uses, so long as such use is reasonable, does not interfere with one's duties, is not done for pecuniary gain, does not conflict with the Company's business and does not violate any Company policy.

Indirect Interests and Relationships

A conflict of interest can also arise because of the business activities of an officer's, director's or employee's close relations. For example, an officer, director or employee may have a potential conflict of interest wherever a close relative has a significant relationship with, or has a significant financial interest in, any supplier, customer or competitor of the Company.

An officer, director or employee may not make or attempt to influence any decision that could directly or indirectly benefit his or her close relative. To protect the officer, director or employee and the Company from the appearance of a conflict of interest, he or she should make appropriate disclosure of the interest to the Company's legal team or such person's designee.

IV. TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY

Trademarks

The Company's logo and name are examples of trademarks. Officers, directors and employees must always properly use Company trademarks and advise the Company's legal team if they suspect that others may be infringing on such trademarks. Likewise, officers, directors and employees must not infringe on the trademarks of third parties.

Copyright Compliance

All software or programs created by officers, directors and employees in connection with your association with the Company or provision of services to the Company are "works for hire" and are the sole property of the Company. All officers, directors and employees understand that they have no right, title or interest in any intellectual property created by them in connection with their employment with or provision of services to the Company unless otherwise expressly agreed to in writing by the Company's legal team.

Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of the Company's policies to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

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The Company licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. Officers, directors and employees may not make, acquire or use unauthorized copies of computer software. Any questions concerning copyright laws should be directed to the Company's legal team.

Intellectual Property Rights of Others

It is Company policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another entity, including any such uses on the Company's website, officers, directors and employees must do so properly and in accordance with applicable law.

1. BUSINESS RELATIONSHIPS

The Company's policy is to conduct its affairs in a spirit of honest business competition. The Company seeks competitive advantages through superior performance, not through unethical or illegal business practices. Each officer, director or employee must endeavor to deal fairly with the Company's customers, suppliers and competitors, and employees, officers and directors must not take advantage of them through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. All employees, officers or directors, or any member of their immediate family, may not give or accept gifts in the form of cash, stocks or bonds to or from any person with whom the Company has a business relationship.

Suppliers

The companies and individuals that provide services to the Company (the "Suppliers") are important to the Company's business. The Company's officers and employees should always treat Suppliers and potential Suppliers in accordance with the highest standards of business conduct.

Suppliers must be selected on the basis of objective criteria, such as value (quality for price), price, technical excellence, service reputation and production/service capacity.

Individuals with procurement responsibility should review the sections of this Code concerning fair competition and should be familiar with any applicable laws and the Company's policies.

Contracts and Commitments

Officers, directors and employees may not enter into any agreement binding the Company without appropriate authorization. The Company has instituted contract and signature approval policies which identify those individuals who have the authority to approve and sign certain contracts binding the Company and its subsidiaries. If there are any questions about which officers, directors or employees have signature authority for a given contract, contact the Company's legal team.

Officers, directors and employees involved in proposals, bid preparations or contract negotiations should strive to ensure that all statements, communications, and representations to prospective customers are truthful and accurate. Once awarded, all contracts must be performed in compliance with all specifications, requirements and clauses.

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VI. FAIR COMPETITION

Fair competition laws, including U.S. antitrust rules, limit what the Company may do with another company and what the Company may do on its own. Generally, the laws are designed to prohibit agreements or actions that reduce competition or that harm consumers. Officers, directors and employees may not enter into agreements or discussions on behalf of the Company with competitors that have the effect of fixing or controlling prices, dividing and allocating markets or territories or boycotting suppliers or customers.

VII. GIFTS, GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS

Use of funds or other property of the Company for illegal, unethical or otherwise improper purposes is prohibited. The purpose of business entertainment and gifts in a commercial setting is to create goodwill and a sound working relationship, not to gain personal advantage with customers or suppliers.

Gifts

Except as set out below, without approval by the Company's legal team, employees, officers and directors must refrain from giving and receiving business- related gifts.

• No officer, director or employee or agent may solicit, give or accept a gift (including any payment, compensation, loan or other financial favor) to or from a person or organization with the intention of influencing the recipient's or the donor's business judgment or conduct. Giving or accepting any unsolicited gifts having a value of not more than $50.00 where there is a business benefit or purpose for the gift and any benefits received do not influence, or appear to influence, selection and purchasing decisions is permitted. In some countries, gifts having a greater value are customary and may be given or accepted with the approval of the Company's legal team.
• It is never appropriate or permissible to accept or give cash or a cash equivalent from or to a vendor, supplier, customer or other business partner outside the
  Company's normal business. Cash equivalents include, among other things, checks, money orders and vouchers.
• No officer, director or employee may accept a customer, vendor or supplier discount for themselves unless it is approved by the Company.
• All officers, directors and employees are prohibited from giving, offering, promising, soliciting or agreeing to receive, accepting, or authorizing, a gift or anything of value, whether tangible or intangible, to or from a third party, including government officials, political parties, party officials or candidates for political office.

Officers, directors and employees may maintain social relations and entertain friends or relatives who also conduct business with the Company provided that such entertainment is clearly not related to Company business. No expenses of such entertainment are reimbursable by the Company.

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Loans

Officers, directors and employees may not accept loans from any person or entity that conducts or that is seeking to conduct business with the Company, and that are made as a quid pro quo for such business. Executive Officers (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and directors may not receive loans from the Company, nor may the Company arrange for any loan to these individuals.

Meals, Entertainment and Travel

Officers, directors and employees may provide or accept meals and entertainment, including attendance at sporting or cultural events, as long as it is associated with an occasion at which Company business is discussed, is provided as a normal part of business and the activity has a clear business purpose. The value of the activity must be reasonable, appropriate and permissible under the Company's expense account procedures and shall not involve excessive expenditures. Each employee should use care to ensure that such activities are necessary and that their value and frequency are not excessive under all the applicable circumstances.

Investment Activities

Unless an officer, director or employee has sought and received pre-approval, such officer, director or employee may not participate in so-called "directed shares," "friends and family" and similar stock purchase programs of customers, vendors or suppliers of the Company.

Investments in non-public companies that do not exceed 1% of that company's equity securities are exempt from this restriction.

Bribes and Kickbacks

Company policy, the Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and the laws of many other countries prohibit the Company and its directors, officers, employees or agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.

The use of Company funds, facilities or property for any illegal or unethical purpose is strictly prohibited.

• Officers, directors and employees are not permitted to offer, give or cause others to offer or to give any payments or anything of value for the purpose of influencing the recipient's business judgment or conduct in dealing with the
  Company, other than for the purpose of facilitating payments due to the Company.
• Officers, directors and employees shall not solicit or accept a gift or anything of value that could reasonably be considered an attempt to gain an unfair business

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