Business Ethics and Compliance Policy

I. Introduction

A. General Policy and Procedures

The reputation of Sierron Corporation (“Sierron” or the “Company”) is based on the conduct, integrity, and abilities of our Personnel. The Company expects all Personnel to share its commitment to high ethical and legal standards and to avoid any activity that could involve the Company or its Personnel in any real or perceived unethical, improper, or unlawful act. As used in this policy, “colleague” and “Personnel” refer to all Resources — including all employees and consultants of the Company — as well as its officers and, as applicable, directors, unless otherwise indicated.

Careful review of this policy will help Personnel better understand the Company’s expectations and their own obligations. Compliance with this policy is mandatory, and it is the duty of all Personnel to familiarize themselves with it, as well as with the legal standards and policies applicable to their assigned duties, and to conduct themselves accordingly. Compliance with this policy is a factor in each employee’s performance review. Violations are subject to discipline, up to and including termination.

B. Additional Requirements

This policy is not intended as an exclusive set of guidelines governing the conduct of Personnel. The Company has adopted, and may amend or adopt, other corporate policies, procedures, and employee handbooks that also address conduct. No single policy can be totally comprehensive or serve as a substitute for the good judgment, common sense, and ethical and legal conduct expected of all Personnel.

This policy supersedes the Code of Business Ethics and Conduct section of the Handbook, and reinforces the conduct requirements set forth in other Sierron policies. Where this policy conflicts with another source, this policy governs. Collectively, this and other conduct policies may be referred to as Sierron’s code of conduct.

C. Corporate Compliance Officer

Sierron’s [INSERT TITLE — e.g., Executive Vice President, Business Development] is designated as the Corporate Compliance Officer, with ultimate responsibility for overseeing compliance with all applicable laws and policy. This designation does not diminish the responsibility of all Personnel to comply with applicable laws and Company policies, nor does it diminish any manager’s responsibility to oversee compliance by the Personnel under their supervision.

D. Giving Required Notification/Disclosure

Any notification or disclosure called for in this policy must be given by email to Contracts@sierron.com, including the purpose of the notification and any additional information requested by the Corporate Compliance Officer, such as information called for in any related form or template posted by the Corporate Compliance Officer or Corporate Human Resources.

Anyone with questions about the application of this policy, or who is aware of or suspects a violation, should consult the Corporate Compliance Officer or follow the procedures in Section XIII, or the Company’s Open Door Policy on Reporting Complaints.

II. Compliance with Laws and Ethical Business Conduct

Recognition of the public interest is a permanent commitment of the Company. The Company’s activities must always comply with all applicable laws, statutes, and regulations.

Personnel occupy positions of trust and confidence. In discharging their responsibilities, each has a duty to serve the Company in good faith, in a manner reasonably believed to be in the Company’s best interests, with the care an ordinarily prudent person would use in a similar position. Personnel also owe duties of candor, care, and loyalty, including: the duty to make reasonable inquiry where circumstances require it; the duty to disclose material information relevant to corporate decisions from which the person may derive a personal benefit; the duty to deal openly with and make full disclosure to the Company; the duty to avoid and disclose any activity that could create, or appear to create, a conflict of interest (see Section III); the duty not to exploit one’s position to the Company’s detriment; and the duty to act with integrity, fidelity, and high standards of conduct.

III. Conflicts of Interest

A. General

Except as provided elsewhere in this policy, or where protected by law, Personnel must avoid services or business activities — including bias in resource recruitment — that interfere with their duties to the Company, divide their loyalty, or create or appear to create a conflict of interest, unless fully disclosed to and approved in writing by the Company.

A precise, comprehensive definition of a conflict of interest is not possible. A common factor is the possibility that a person’s actions or decisions may be affected, or appear affected, by an actual or potential divergence between the Company’s interests and some other interest, including that person’s own. Conflicts also arise when a colleague, officer, director, or a member of their family receives improper personal benefits from their position at the Company. A conflict may exist even without financial loss to the Company, and regardless of motivation. Other relevant factors include:

• Whether it may interfere with the person’s job performance, responsibilities, or morale
• Whether the person has access to confidential information
• Whether it may interfere with others’ job performance, responsibilities, or morale
• Any potential adverse or beneficial impact on our business
• Any potential adverse or beneficial impact on relationships with customers, vendors, or other service providers
• Whether it would enhance or support a competitor’s position
• The extent of financial or other benefit (direct or indirect) to the individual
• The extent of financial or other benefit (direct or indirect) to a customer, vendor, or service provider
• The extent to which it would appear improper to an outside observer

The facts of each case determine whether an actual or potential conflict exists. Personnel must promptly report any situation or transaction involving an actual or potential conflict of interest to their supervisor, Corporate HR, and the Corporate Compliance Officer.

B. Business or Investment Opportunities

If Personnel learn of a business, proposal, or recruitment opportunity through the use of corporate property or information, or through their position at the Company — such as from a competitor, client, vendor, or business associate — they may not participate without the prior written approval of the Corporate Compliance Officer; such opportunities should instead be considered to advance the Company’s interests.

Personnel owe the Company a duty to advance its legitimate interests, and are prohibited from (i) using Company property, information, or position for personal gain, and (ii) directly or indirectly competing with the Company in any capacity, including as a contractor, employee, director, officer, partner, or sole proprietor of a competing concern.

C. Interest in Companies Transacting Business with Sierron

It is Company policy to select vendors on the basis of merit, without favoritism. Personnel must avoid any relationship or activity that may directly or indirectly impair their independence or judgment. The Company may transact business with a company in which a colleague or their spouse or children (“Immediate Family”) have an interest or are employed, which can present a conflict of interest or its appearance if not disclosed. Therefore, whenever the Company does or considers doing business with a company or independent contractor in which a colleague or Immediate Family member is employed or has a material interest, the colleague must (i) disclose the interest to their supervisor and (ii) refrain from participating in the review process, in addition to any requirements under the Company’s Related-Person Transaction Policy.

A conflict may also arise where a colleague or Immediate Family member supports a company that does business with, or competes with, the Company. In that case, the colleague should disclose the activity in advance to their supervisor and seek approval, comply with any conditions of approval, and not participate in any related business decision.

The receipt of gifts, loans, favors, or other gratuities from a company doing business with Sierron is addressed further in Section V.

D. Employment of Relatives

To avoid conflicts of interest and promote workplace stability and goodwill, the Company does not ordinarily hire or transfer relatives into positions where they supervise, or are supervised by, another close family member, and generally avoids placing them where they would have access to sensitive information about family members. The same considerations apply if two Personnel marry or become domestic partners. Where a supervisory, security, morale, safety, or other conflict results, the Company reserves the right to address it at its discretion, including by transfer or, if necessary, termination of one of the individuals. “Relatives” includes Immediate Family, parents, legal guardians, siblings, grandparents, grandchildren, current in-laws, significant others, and domestic partners. Additional considerations or restrictions may apply based on job requirements.

E. Outside Employment

The Company recognizes and encourages participation in religious, charitable, educational, and civic activities. The Company discourages for-profit employment in other business ventures unless it is clear that such employment poses no potential conflict with employment at the Company. Personnel wishing to serve as an employee, general partner, consultant, agent, or trustee of a for-profit organization must disclose the proposed relationship to the Corporate Compliance Officer and obtain prior approval, which may be granted if it does not interfere with job performance or create a conflict of interest. Personnel approved for outside employment should not solicit the Company’s customers, customers’ personnel, or internal personnel.

IV. Fair Dealing

The Company depends on its reputation for quality, service, and integrity. How we deal with customers, competitors, and vendors builds long-term trust and determines our success. Personnel should deal fairly with the Company’s customers, vendors, competitors, and each other, and must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or other unfair dealing. If confidential or trade-secret information is obtained by mistake, or if there is any question about the legality of information gathering, Personnel must consult their supervisor or the Corporate Compliance Officer. Any disclosure of confidential information — including pricing or negotiating information — without prior approval of the Corporate Compliance Officer is subject to discipline, up to and including termination, and other available legal remedies.

Antitrust laws protect competitive processes and generally prohibit:

• Formal or informal agreements with competitors that harm competition or customers, including price fixing or allocation of customers or contracts
• Formal or informal agreements that establish or fix the price at which a customer may resell a product
• Acquiring or maintaining a monopoly, or attempting to, through anti-competitive conduct

Pricing and similar competitively sensitive information should never be exchanged with competitors, regardless of how casual the exchange or setting. Antitrust violations can carry severe penalties, including criminal penalties and fines or damages that may be tripled under certain circumstances. Personnel are urged to seek assistance from their supervisor or the Corporate Compliance Officer with any antitrust-related questions.

V. Receipt of Gifts, Gift Cards, Entertainment, Favors, or Other Gratuities

It is Sierron’s policy that the opportunity to do business with Sierron cannot be bought by giving gifts to Sierron Personnel who might be in a position to influence approval of a customer’s or vendor’s business. No colleague may accept gifts, gift cards, entertainment, favors, or other gratuities from any person or organization if doing so would influence decision-making at Sierron.

To avoid even the appearance of impropriety, the following restrictions apply to Personnel and their Immediate Families with respect to favors from outside sources that do, or seek to do, business with Sierron:

No one may solicit or accept cash or cash equivalents.

No one may solicit gift cards or gift certificates, but Personnel may accept unsolicited gift cards or certificates totaling less than $50 per calendar year from any one source, and no more than $200 per calendar year from all sources combined. Any gift card or certificate received must be promptly reported to the Corporate Compliance Officer (via Contracts@sierron.com); amounts over the limit must be returned or contributed to a Company-approved charity.

No one may solicit or accept any gift valued at $50 or more, or gifts from one source totaling more than $200 per calendar year, unless approved by a Company executive and reported to the Corporate Compliance Officer.

No one may solicit or accept entertainment, a paid trip, or guest accommodations valued at more than $50 per calendar year from any one source, or more than $200 per calendar year from all sources, unless reported to and approved by the Corporate Compliance Officer. This does not prohibit paid trips or accommodations connected to proper Company business approved by a manager and the Corporate Compliance Officer.

No one may solicit or accept discounts not available to the general public, or other substantial remuneration or favor, unless approved by and reported to the Corporate Compliance Officer. This does not prohibit discounts or services available on the same terms as to the general public from vendors, service providers, banks, or other organizations with a relationship to the Company.

Exceptions to these restrictions may be made only with the written approval of the Corporate Compliance Officer.

VI. Use of Company Funds or Other Resources

The Company’s funds, assets, personnel services, and other resources (“Resources”) must be used solely for the Company’s benefit and only for legitimate business purposes. It is Company policy to prohibit the use of Resources for any other purpose, absent advance approval under prescribed procedures, and to prohibit any questionable or unethical use of them. Personnel should protect the Company’s assets and ensure their efficient use.

A colleague with access to Company funds must follow the Company’s prescribed procedures for recording, handling, and protecting money. Where a colleague’s position requires spending Company funds or incurring reimbursable expenses, it is their responsibility to use good judgment, ensure good value for every expenditure, and follow all applicable authorization and approval procedures. Company funds must be used only for Company purposes and never for personal benefit.

A. Personal Use of Company Funds or Other Resources

Without prior Company permission, no colleague may appropriate, or authorize any other person or entity to appropriate, any Company Resource for personal use. Misappropriation of a Company Resource is theft and, in addition to possible criminal and civil penalties, may result in immediate termination or other disciplinary action.

B. Payments and Gifts

Company Resources must not be used, directly or indirectly, for any unlawful or unethical purpose.

1. Payments and Gifts to Government Officials. No colleague may authorize or participate in any payment or gift of Company Resources to a governmental agency (other than ordinary-course payments) or official, for any purpose, unless approved in writing in advance by the Corporate Compliance Officer. It is never permissible to make a payment or gift intended to induce or influence a recipient to improperly grant special consideration or forgo a claim against the Company, except as part of a settlement agreement approved by the Legal Department.

Personnel are expected to comply with all applicable laws, including those prohibiting bribery and corruption. The fact that certain laws are not enforced, or that violations are not publicly criticized, is never an excuse for noncompliance. Personnel should seek assistance before taking any action — including giving verbal assurances — where there is any question as to whether it is restricted or prohibited.

2. Payments and Gifts to Others. Personnel should avoid any circumstance in which a gift or entertainment could create or appear to create a conflict of interest or improper, unethical, or illegal conduct. Incidental gifts, favors, or entertainment of nominal value may be given on the Company’s behalf only if consistent with accepted business practice, of sufficiently limited value, and in a form that will not be construed as an improper payment.

No gift or entertainment that violates applicable laws or ethical standards is permitted. Gifts, favors, or entertainment of less than substantial value will generally be permitted, though the facts and circumstances of each case should be considered; when in doubt, seek approval from the Corporate Compliance Officer. Gifts, entertainment, or favors of substantial value always require advance approval from the Corporate Compliance Officer.

VII. Political Contributions

The Company’s policy on political contributions rests on three principles. First, the Company forbids the illegal use of Company Resources to support political parties or candidates for any federal, state, local, or foreign office. Second, the Company forbids any direct or implied pressure that infringes on Personnel’s right to decide, where permitted by law, whether, to whom, and in what amount to make a political contribution or render services to a candidate or committee — Personnel are free, and encouraged, to support any political party, candidate, or cause of their choosing. Third, any permitted Company political contribution must be approved by the Corporate Compliance Officer.

VIII. Corporate Records

A. Record Keeping

It is Company policy to make full, fair, accurate, timely, and understandable disclosure in all reports, documents, and other public communications, in compliance with applicable laws and regulations. Accurate, complete record-keeping is essential to the Company’s operations and its ability to meet legal and regulatory requirements. The Company maintains complete and accurate books and records — including memoranda, expense reports, accounts, contracts, and financial reports — that reflect all business transactions accurately and in a timely manner. Undisclosed or unrecorded funds, assets, or liabilities are not permitted. All Personnel must prepare, preserve, and produce records in accordance with this policy and the Company’s separately published record retention policy. To protect privacy and comply with law, records containing medical or personal data must be kept confidential and disclosed only as authorized, and medical records and work-eligibility documents (such as I-9 forms) must be kept separate from general personnel files.

B. Record Retention

• The Company retains various categories of records as set forth in its Business Record Retention Policy, and must retain all records bearing on threatened or pending litigation, investigations, or administrative proceedings. Personnel notified of a subpoena, or who have reason to believe a government investigation or legal proceeding is imminent, must retain all potentially relevant records in their possession or control — including papers, computer disks, and tapes — until otherwise notified by Company Executive Management. Managers must ensure that Personnel under their supervision do the same. (Subpoena obligations are discussed further in Section X.)

IX. Approval of Expenses

No Company payment will be approved, made, or reimbursed if any part of it is to be used for a purpose that does not comply with the Company’s Personnel Travel & Expense Policy, available on the HR Portal. All requests for reimbursement must comply with that policy and any other procedures the Company adopts.

X. Media, Regulatory, Legal, and Other Inquiries

A. General

As a general matter, no Personnel may disclose non-public information about the Company to any non-Sierron party except in accordance with this or other applicable Company policies.

B. Conduct Regarding Media Inquiries

When a determination is made to respond to a media inquiry, it is Company policy to convey accurate information fully and fairly while protecting confidential information. To preserve the integrity of Company communications, only the Chief Executive Officer and those designated as spokespersons may discuss Company matters — including its affiliates, Personnel, creditors, consultants, counsel, accountants, and agents — with any member of the news media. All Personnel must follow this policy and not respond to media inquiries unless authorized, even where the question appears to concern facts within their personal knowledge.

C. Requests From or Visits by Governmental Authorities

The Company and its Personnel may from time to time be contacted by governmental agencies. It is Company policy to comply with applicable laws and to respond properly to such contacts. Personnel with prior approval from Company Executive Management may respond to routine inquiries within the ordinary scope of their day-to-day responsibilities, and should keep their supervisor informed. Any non-routine contact or inquiry — such as complaints, adverse claims, investigations, litigation, audits, or regulatory exams — should be immediately reported to the Personnel’s supervisor and the Corporate Compliance Officer before any substantive response is given, so the Company can gather and evaluate relevant information.

D. Investigations

Officers and Personnel must cooperate fully with all investigations by the Corporate Compliance Officer, the Company’s outside legal counsel, or an authorized member of Internal Audit or Corporate Human Resources, and must respond truthfully, completely, and promptly to all inquiries.

E. Subpoenas or Other Legal Process

Only an authorized representative may accept legal process on the Company’s behalf. Anyone attempting to serve a person who is not an authorized representative should decline to accept service and immediately contact Company Executive Management.

XI. Disciplinary Action and Violations of the Policy

Violations of this policy are grounds for discharge or other disciplinary action, depending on the circumstances. Disciplinary action may be taken not only against those who authorize or directly participate in a violation, but also against management, to the extent the violation reflects inadequate supervision. Compliance with this policy is a key factor in performance evaluations.

A colleague who believes they have been retaliated against for disclosing information about misconduct under this policy may file a written complaint with the Company’s ethics service requesting an appropriate remedy. It is Company policy to encourage Personnel to raise safety, ethical, or legal concerns, and retaliation against anyone who does so will not be tolerated.

XII. Application/Waivers

The Company will waive application of this policy only where circumstances warrant, and only with appropriate monitoring of the situation. Waivers for Personnel must be approved by the Corporate Compliance Officer; a waiver for the Corporate Compliance Officer must be approved by the Chief Executive Officer.

This policy is a statement of individual and business conduct standards and does not constitute an employment contract or assurance of continued employment. Personnel provide services at-will, except where covered by an express written employment or consulting agreement, meaning Personnel may resign at any time for any reason, and the Company may likewise terminate services at any time for any lawful reason. This policy does not create obligations to, or rights in, any colleague, director, customer, vendor, competitor, or other person or entity.

XIII. Reports of Suspected Misconduct and Questions

The Company has internal procedures for reporting suspected misconduct or raising questions about this policy. To report suspected misconduct, Personnel should contact their supervisor, Corporate HR, or the Corporate Compliance Officer; in any matter involving a direct report of the Chief Executive Officer, that person should contact the Chief Executive Officer directly. All reported violations will be promptly investigated and treated confidentially to the extent reasonably possible.

This policy cannot answer every question. Personnel with questions, or who are unsure of the best course of action, should consult their manager or email Contracts@sierron.com.

XIV. Reporting Violations to a Governmental Agency

Personnel have the right to:

• Report possible violations of state or federal law or regulation, whether they have occurred, are occurring, or are about to occur, to any governmental agency or entity
• Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before, any federal, state, or law enforcement authority
• Make reports or disclosures to law enforcement without prior notice to, or authorization from, the Company
• Respond truthfully to a valid subpoena

Personnel have the right not to be retaliated against for reporting — internally or to a governmental agency — information they reasonably believe relates to a possible violation of law. It is a violation of federal law to retaliate against anyone who has reported potential misconduct internally or to a governmental agency. Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, or any other form of discrimination because of such a lawful act.

Notwithstanding anything else in this policy, Personnel may disclose confidential Company information — including the existence and terms of confidential agreements such as employment, consulting, or severance agreements — to any governmental agency or entity.

The Company cannot require Personnel to withdraw reports or filings alleging possible violations of law, and may not offer any inducement, including payment, to do so. Personnel’s rights and remedies as a whistleblower under applicable law, including any monetary award, may not be waived by any agreement, policy, or condition of service, including a pre-dispute arbitration agreement.

Even a Personnel member who has participated in a possible violation of law may be eligible for the confidentiality and retaliation protections afforded under applicable whistleblower laws, and may also be eligible for an award under those laws.