Anti-Corruption Compliance Plan

– U.S. Foreign Corrupt Practices Act (FCPA)

• ORYX shall conduct its business in accordance with applicable U.S. laws, rules and regulations, including the FCPA, and applicable local anti-bribery or anti-corruption laws, rules and regulations in all of its operations worldwide. All ORYX Personnel are strictly prohibited from offering, paying, promising, or authorizing any bribe, kickback, or other item of value to any “foreign official1,” directly or indirectly through a third party, to obtain or retain business, secure any contract, concession, or any other favorable treatment for the Company

– United Kingdom Bribery Act of 2010 (UKBA)

• ORYX shall conduct its business in accordance with all applicable laws, rules and regulations, including the UKBA and anti-bribery laws of those countries in which ORYX operates. The UKBA prohibits bribery, including:
• Offering, promising, or giving a financial or other advantage to another person, whether a national of the United Kingdom, United States or elsewhere, with the intention of influencing or rewarding a person to perform certain functions improperly, where there is an expectation that such functions are to be performed in good faith, impartially, or in a position of trust; and
• Requesting, agreeing to receive, or accepting a financial or other advantage from another person, regardless of nationality, intending that, in return, a relevant function or activity should be performed improperly or as a reward for the improper performance of a relevant function.
• Acts of bribery committed by persons “associated²” with ORYX in order to benefit ORYX, whether or not ORYX knows about the bribery.

– U.S. Federal, State and Local Government Officials

• Federal laws prohibit corruption in dealing with federal officials. These laws can be used to prosecute companies and individuals for bribery of federal, state, county and local officials within the U.S. In addition, bribery of state, county and local government officials typically can be prosecuted under the laws and ordinances of states and localities throughout the U.S. The laws prohibiting corruption in dealings with U.S. government officials are both extensive and complex. For this reason, ORYX prohibits offering or providing anything of value, no matter how small or well intended, to a U.S. federal, state or local government official absent prior written approval from ORYX Legal and Ethics and Compliance.

– Anti-Kickback Act of 1986, 41 U.S. Code, Sections 51-58 (Anti-Kickback Act)

• ORYX shall conduct its business in accordance with the Anti-Kickback Act, imposes criminal and civil penalties on subcontractors making payments and contractors accepting payments (“kickbacks”) for the purpose of obtaining favorable treatment in awarding either a contract or subcontract relating to a prime U.S. Government contract.
• All employees are prohibited from soliciting or accepting, directly or indirectly, bribes, gifts, gratuities, kickbacks, fees, entertainment, commissions, or offerings for the purpose of providing favorable treatment or improperly influencing or obtaining the award of a Company/U.S. Government prime contract or subcontract pursuant to the provisions the Anti-kickback Act.
• Global Supply Chain employees who occupy a position to directly influence or actually award a subcontract or other procurement activities, shall declare annually that, in the performance of their procurement duties, they did not violate anti-kickback or related procurement ethics rules.

– Commercial Bribery

• ORYX shall conduct business in accordance with state and federal laws governing commercial bribery. Commercial bribery is the provision or acceptance of something of value to or from a third party with the intent to influence the recipient to take a business action or make a business decision in contravention of their duties for their employer or other organization. Commercial bribery is criminalized across the U.S. under state laws. Commercial bribery also can be prosecuted under various U.S. federal statutes whether committed within or outside of the U.S. Therefore, while meals, entertainment and gifts at times can be appropriate forms of professional courtesy in business relationships, the provision or acceptance of these items or any other thing of value are strictly prohibited by ORYX policy when they are intended, or create an appearance of an intent, to compromise the recipient’s ability to make fair and ethical business decisions.

– Anti-Money Laundering

• ORYX takes precautions to verify that money received is not coming from illegitimate sources. ORYX’S Due Diligence of Third Party Relationships Risk Assessment Guideline No. 5-03 identifies the following as red flags to scrutinize during due diligence reviews: “Unusual billing procedures are requested such as payments to third parties, to a shell company, unusual discounts; cash payments; payments to a numbered account (no name) or to a name different than the business; payment in a country other than where work is performed or foreign third party’s normal place of business, or checks made out to cash.” Banking information is reviewed during the third party due diligence process to screen for the foregoing red flags. Third party bank account change requests are reviewed and must be approved by Supplier Management or Ethics and Compliance. In addition, all foreign banks are screened through OFAC to determine if they are associated with Specially Designated Parties or other denied parties. A flag requires further investigation, documentation and approval to move forward. Representations that money is derived from a legitimate source by purchasers or ORYX’s surplus inventory is required in any purchase and sale agreement.

– Antitrust Compliance

• ORYX will comply with applicable antitrust and fair competition laws wherever it does business. Using illegal or unethical competitive practices or any other unfair-dealing to obtain competitive business intelligence or gain a competitive advantage is against Company policy and in violation of antitrust laws. Compliance with all applicable laws, domestically and abroad, is a fundamental part of adhering to ORYX’s corporate values and Honor Code. No employee has the authority to engage in any conduct inconsistent with applicable antitrust laws, nor to authorize or direct such conduct by any other person.