Guiding Principles

JELLIFF CORPORATION’S ANTI-BRIBERY AND ANTI-CORRUPTION GUIDING PRINCIPLES

Jelliff Corporation is committed to operating with the highest level of integrity. All Jelliff Corporation colleagues must adhere to the following Anti-Bribery and Anti-Corruption Guiding Principles

1.Business activities must be conducted with integrity and in accordance with Jelliff Corporation values.

2. Bribery or corruption will not be tolerated, whether in the public or private sector.

3. Facilitation payments are prohibited.

4. Anti-corruption laws prohibit improper payments and require maintenance of accurate books and records for all transactions.

5. If there are any inconsistencies between Jelliff Corporation policies and anti-corruption laws or regulations, the more restrictive standards apply.

6. Jelliff Corporation can be held responsible for the acts of third parties associated with or acting on its behalf.

7. Certain interactions with Government Officials must be pre-approved.

8. Compliance due diligence must be conducted on certain third parties prior to entering into engagements with them.

9. Anti-corruption laws provide severe criminal and civil penalties for violations committed by both companies and individual employees.

10. Concerns about potentially improper activity, doubts or questions must be raised to managers or to the company’s outside legal firm.

ELIMINATING BRIBERY AND CORRUPTION

We strictly prohibit bribery, kickbacks, and any other improper payments, whether involving Government Officials, private sector individuals or private or state-owned companies. Bribery is never an acceptable business practice and will not be tolerated. As a global company, we comply with all applicable anti-bribery and anticorruption laws, including the U.S. Foreign Corrupt Practices Act and the anti-bribery and anti-corruption laws of other countries where we do business. This means that we may never pay, or offer to pay, anything of value to any Government Official or any other person in order to obtain or retain business or to secure an improper business advantage. This prohibition includes offering, promising, authorizing or giving anything of value through a third party doing business on our behalf.

• “Government Officials” include elected or appointed officials, national or local government employees, anyone working for state or nationally owned or controlled companies (including national oil companies), political party officials or candidates for public office, employees of public international organizations or anyone else categorized as a government official under local law.

• “Anything of value” includes, but is not limited to money, gifts, meals and hospitality, entertainment, travel and accommodation expenses, per diems, employment opportunities and charitable donations. Facilitation payments — payments to Government Officials to expedite or ensure the performance of a routine governmental action — are prohibited except in exceptional circumstances where you are threatened with violence or imminent physical harm if a payment is not made. In those limited instances, the payments must be immediately reported and accurately recorded in the company’s books and records.

CONTRACTING WITH GOVERNMENTS

When working with government entities, we must abide by the various laws, regulations and procedures that apply to government contract work. These rules are often much stricter and more complex than those that govern our sales to commercial customers. If your work involves marketing or selling to, contracting with or working on projects for a government agency, it is your responsibility to know and follow the rules that apply to that activity.

Our company could be held responsible for the acts of third parties and others acting on our behalf. To address these risks, certain third parties must be pre-approved through the company’s established anti-bribery and anticorruption approval processes and systems. You must read and understand the company’s Anti-Bribery and Anti-Corruption Policy and Procedure before engaging third parties. We may never use third parties to engage in any conduct that could violate our Code or any applicable anti-corruption laws. Read more in the Anti-Bribery and Anti-Corruption

PROVIDING GIFTS AND ENTERTAINMENT

Business gifts and entertainment can help strengthen or develop strong working relationships with our business partners and other third parties. However, we must always use good judgment and ethical decision making when offering or accepting such benefits. Business gifts and entertainment may never be intended to improperly influence the actions of the recipient. Any gift, meal, hospitality, entertainment, or travel support must be:

• Permissible under all applicable laws

• Reasonable and appropriate under the circumstances

• Provided for a legitimate business purpose

• Properly recorded in the company’s books and records Providing business gifts and entertainment, as well as corporate social responsibility expenditures, to Government Officials or government entities presents special risks for the company. You must obtain preapproval for certain benefits provided to governments and Government Officials through the company’s established anti-bribery and anti-corruption approval processes and systems. You must read and understand the company’s Anti-Bribery and Anti-Corruption Policy and Procedure before providing any of these benefits

AVOIDING CONFLICTS OF INTEREST

We are all responsible for avoiding situations where our personal, social, financial or political interests could be in conflict with the interests of our company, or could be perceived by others to be in conflict with such interests. We have an obligation to be transparent with the company when entering into

certain personal relationships or transactions or when interacting with the company’s business partners and other third parties. Certain personal relationships or transactions, or interactions with third parties, create conflicts of interest which cannot sufficiently be mitigated or resolved. We must avoid these conflicts of interest at all times. Other relationships or transactions may be appropriate, but they must be properly disclosed, and will be reviewed, evaluated and approved on a case by case basis. All conflict of interest disclosures must be submitted by completing a Conflict of Interest Disclosure Form, available from the corporation office.

Examples of potential conflicts of interest include:

• Personal Investments or Transactions: Financial interests that could interfere with the best interests of the company

• Outside Business and Other Activities: Interests such as a second job or board membership that could affect your objectivity, motivation, or performance at Jelliff Corporation

• Personal Relationships: Hiring, managing or otherwise establishing a business relationship with a family member, a close personal friend or someone with whom you have an intimate relationship

• Accepting Gifts and Entertainment: Accepting certain gifts, meals, hospitality, entertainment, travel support or other items of value from business partners and other third parties with whom Jelliff Corporation conducts business. (Read more in the Anti-Bribery and Anti-Corruption Policy and Procedure). If you have questions about conflicts of interest, including whether a potential conflict of interest must be disclosed, consult with the company’s legal advisors. Certain personal relationships or transactions, or interactions with third parties, create conflicts of interest which cannot sufficiently be mitigated or resolved. We must avoid these conflicts of interest at all times. DID YOU KNOW? FAILING TO DISCLOSE A POTENTIAL CONFLICT OF INTEREST VIOLATES COMPANY POLICY, EVEN IF THE CONFLICT WOULD HAVE BEEN ACCEPTABLE.

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