Anti-Bribery Policy - EthicsPoint

Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Page: 1 of 6 Revision HistoryIssued By: Corporate Compliance Date Effective: Aug 31, 2010 Rev. Effective: Jun 7, 2013Approved by: Steve F. Crooke, JennaferWatsonContentsDate Issued: Aug 31, 2010 Rev. Issued: Jun 6, 2013Date Approved: Aug 31, 2010 Rev. Approved: Jun 6, 20131. Purpose .......................................................................................................................................... 22. Policy .............................................................................................................................................. 23. Scope ............................................................................................................................................. 24. Definitions ....................................................................................................................................... 25. Responsibilities ............................................................................................................................... 36. Procedures ..................................................................................................................................... 36.1 Bribery Prevention ................................................................................................................... 36.1.1 Engaging Third Party Intermediaries ................................................................................. 46.1.2 Applicable Laws ................................................................................................................ 46.2 Kickback Prevention ................................................................................................................ 56.3 Recordkeeping Requirements ................................................................................................. 57. Reference Documents .................................................................................................................... 58. Violation of the Policy ..................................................................................................................... 69. Reservation of Rights ..................................................................................................................... 61900 Shawnee Mission Parkway, Mission Woods, KS 66205 | Office: 913.677.6800 | Fax: 913.362.8823 | layne.com

Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 2 of 61. PurposeThe purpose of this policy is to set forth the Company’s commitment to upholding the highest standardsof business integrity and to comply with all domestic and international anti-bribery and corruption rules,regulations and laws. This policy provides Employees of the Company with information and guidanceon how to identify, respond to, and avoid situations that could potentially violate anti-bribery laws, bothdomestic and international.2. PolicyIn all locations worldwide, the Company and its Employees will utilize only ethical commercial practicesin dealing with private business persons or Domestic or Foreign Government Officials. The Companyand its Employees will not seek to influence sales of its products or services by making payments ofbribes or other questionable inducements, directly or indirectly through the use of third parties.Employees are also prohibited from accepting kickbacks from vendors. It is Layne’s policy to avoideven the perception of impropriety in business dealings.3. ScopeThis policy applies to all Employees of Layne Christensen Company, its subsidiaries and those affiliatesover which it has operating control, worldwide (“Layne” or the “Company”). All officers, directors, andany other third parties acting on Layne’s behalf must also comply with this policy.4. Definitions1. Bribe – A payment or promise to give money, fee, commission, credit, gift, gratuity or anythingof value to a person in a position of influence for purposes of improperly persuading theperson.2. Charitable Donations – A monetary gift or payment in-kind made by an individual or anorganization to a nonprofit organization, charity or private foundation. For example, donationsthat are registered with 501(c)(3) status by the U.S. Internal Revenue Service are CharitableDonations.3. Domestic – As Layne is a publically traded company based in the United States, this term isused in all corporate policies to refer to the fifty United States.4. Domestic Government Official – A person at any level of local, state, provincial, regional orfederal government or public administration in the United States through election, appointment,selection or employment. This term also includes public officials who are running for politicaloffice or the head of a political party in the United States.5. Employee – A person who is employed by the Company or its wholly owned subsidiaries,worldwide, either as permanent or temporary, hourly or salaried, in return for financial or othercompensation.6. Foreign Government Official – A political party candidate or any person acting on behalf ofan international (non-US) government or agency, department, instrumentality or other entity ofsuch government (e.g., national, state or local governmental bodies). Also included are anyemployees of businesses or entities owned (in whole or in part), controlled or operated by agovernment agency. This term shall also mean any person who is employed by a Public

Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 3 of 6International Organization, including but is not limited to, organizations such as the UnitedNations and World Bank.7. Gift – Any item that is provided to a non-Layne individual or entity that is completely gratuitousand where the giving party receives nothing of value in return.8. International – As Layne is a publically traded company based in the United States, this termis used in all corporate policies to refer to anything outside of the fifty United States.9. Kickback – A kickback is a form of bribery but where the bribe-taker is an Employee. The mostcommon form of kickback involves a vendor providing cash, goods, gifts or services to anEmployee in exchange for favorable treatment over others vendors.10. Sponsorship – The provision of funding, in monetary or non-monetary form, for an marketingactivity or initiative where: i) Layne’s name or products are associated with the activity; ii) Thefunding is dedicated to a certain, predefined initiative/activity; or iii) Layne may receive apromotional or reputation enhancing opportunity.11. Third Party Intermediary (“TPI”) – Any agent, representative, consultant, contractor,distributor, joint venture partner or other third party engaged to act on Layne’s behalf withForeign Government Officials or international government entities.12. Trade Association or Professional Membership – Membership within an industry tradegroup, business association or sector association, the purpose of which is to promote theindustry and Layne’s common interests through collaboration or standardization.13. Vendor – A person or company that sells goods or services to Layne. In the E1 ERP System,the term vendor is also used more broadly to include any payments made through theAccounts Payable process.5. Responsibilities1. Chief Compliance Officer – Responsible for implementing and enforcing this policy.2. Managers and Supervisors – Responsible for ensuring that the operations and Employeeswithin their supervision and control must abide by and understand this policy.3. All Employees – Responsible for ensuring compliance with this policy and for reportingdemands for bribes, kickbacks, or any other corrupt behavior immediately.6. Procedures6.1 Bribery PreventionLayne prohibits Employees from giving or promising to give anything of value to a private businessperson or Domestic or Foreign Government Official for the purpose of gaining an unfair businessadvantage. An unfair business advantage can include any of the following:Winning a government contractObtaining or retaining businessReducing or avoiding tax assessments, settlements, fines and/or penaltiesAvoiding custom duties or penalties

Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 4 of 6Avoiding labor, immigration, health, safety or environmental fines or penaltiesImproperly obtaining permits or licensesTherefore, the following are prohibited activities:Giving cash or a cash equivalent (such as gift cards).Providing excessive or lavish meals, entertainment, travel or lodging. For further guidance onproviding meals, entertainment, travel or lodging as part of business development activities,refer to the Travel and Entertainment Policy.Providing expensive gifts to a Domestic or Foreign Government Official or private businessperson that is excessive. It should be noted that many government officials are forbidden bylaw from accepting gifts, so providing gifts, other than items that include the Company logo, isdiscouraged. For more information on gifts, refer to the Gift Policy and the FCPA CompliancePolicy and Procedures.Charitable donations, sponsorships, or trade association or professional memberships that arerequested by a Domestic or Foreign Government Official or private business person and thatare given or promised only as an inducement to provide the Company with an unfair businessadvantage.6.1.1 Engaging Third Party IntermediariesThe Company prohibits Employees from engaging vendors or Third Party Intermediaries when theEmployee knows or has reason to believe that any part of the payment will be used to influence aprivate business person or a Domestic or Foreign Government Official to gain an unfair businessadvantage. In other words, Layne does not hire vendors or Third Party Intermediaries to engage in anyof the prohibited activities listed in Section 6.1 above.All Third Party Intermediaries in international locations must be pre-approved by the Compliance Team.Refer to the FCPA Compliance Policy and Procedures for more information.6.1.2 Applicable LawsEmployees must abide by all applicable domestic and international anti-bribery laws, including, but notlimited to:Commercial Bribery Laws – Commercial bribery is a bribe to a private business person,including a bribe to obtain or retain business with a private client or customer.Domestic Bribery Laws – Domestic bribery is a bribe to a Government Official within theUnited States. U.S. Foreign Corrupt Practices Act (the "FCPA") – Considering the heightened risk ofcorruption in some of the countries in which Layne does business and in order to fully complywith the FCPA, Layne has issued an FCPA Compliance Policy and Procedure. The FCPACompliance Policy and Procedure contains instructions and guidance for Employees regardinghigh risk interactions with Foreign Government Officials that must be monitored by theCompliance Team. The FCPA Compliance Policy and Procedure must be read and understoodby any Employee who is either working in an international location or has any responsibility orbusiness connection to Layne’s international operations.

Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 5 of 66.2 Kickback PreventionThe Company prohibits Employees from accepting or taking anything of value from a vendor,subcontractor or other product or service provider for the purpose of improperly providing favorabletreatment to that vendor. The following activities are prohibited:Accepting money, fees, a commission, gratuity or anything of value from a vendor in exchangefor selecting a specific vendor or subcontractor or any other preferential treatment.Accepting lavish or expensive gifts from vendors in exchange for preferential treatment.oReasonable and/or seasonal gifts from vendors may be accepted but should beaccepted in a transparent manner and at a Layne office.Accepting lavish or expensive entertainment (i.e., tickets to a concert or sporting event) fromvendors in exchange for preferential treatment.oIf an Employee is offered entertainment by a vendor as part of goodwill or businessdevelopment, a representative from the vendor must attend the event along with theEmployee.Accepting anything of value from a potential vendor or subcontractor during the biddingprocess when Layne is a prospective general contractor.6.3 Recordkeeping RequirementsAccurate books and records are an important aspect of detecting and preventing bribery. Therefore thefollowing are strictly prohibited:Subterfuge of any kind, e.g., the payment of "bonuses" or "success fees" to agents or otherthird parties for activities that would violate this Policy;Activities intended to circumvent laws using payments to agents, consultants, distributors orsubcontractors;Mischaracterization or intentional vagueness in recording entries on the books and records ofthe Company;The recording of any false or artificial entries on the books and records of the Company; orCreation or maintenance of any accounts, assets or liabilities, which are not reflected in thebooks and records of the Company (so-called "hidden accounts," "slush funds" or "hiddendebts").The FCPA also requires that the Company's books, records and accounts be kept in reasonable detailto reflect the Company's transactions and disposition of assets accurately and fairly. Refer to the FCPACompliance Policy and Procedures for further details.7. Reference Documents1. Code of Business Conduct and Ethics2. FCPA Compliance Policy and Procedures3. Gift Policy4. Travel and Entertainment Policy

Anti-BriberyStatement of PolicyPolicy # CMP-2-15 Issued By: Corporate Compliance Page: 6 of 68. Violation of the PolicyViolation of this policy may lead to discipline, up to and including discharge. In addition, any person whoviolates the FCPA or local anti-bribery laws may find themselves subject to criminal prosecution by U.S.or local authorities.Refer to the Code of Business Conduct and Ethics for guidance on reporting concerns or violations ofthis policy.9. Reservation of RightsThe Company reserves the right to modify, terminate, or interpret this policy with or without notice.