Anti-Bribery Policy

I. Policy Statement

Fox and Geese maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any Fox and Geese officer or associate (together, simply "Fox and Geese Associates") or Agent (as defined below) of Fox and Geese. This Anti-Bribery Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the "FCPA"), the U.K. Bribery Act 2010 (the "U.K. Bribery Act") and the anti-bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require Fox and Geese to maintain accurate books and records and a system of internal controls.

II. Policy Purpose

• No Fox and Geese Associate or Agent, consultant, representative, contractor, or anyone acting on behalf of Fox and Geese (collectively "Agent") has the authority to offer, promise, give, or authorize payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction to improperly induce that person to affect any act or decision, to do or omit to do any act in violation of their duty, or to secure an improper advantage in a manner that will assist Fox and Geese or any of its subsidiaries or divisions, or any of its Associates, agents, or anyone else to obtain or retain business ("Prohibited Payments").
• Every Fox and Geese associate and agent has the obligation to record accurately and fairly all of their transactions involving any expense of Fox and Geese or any other transaction involving the disposal or transfer of Fox and Geese assets, including submitting and keeping accurate supporting documentation.

In addition to direct payments of money, other examples of Prohibited Payments include the following made at the direction, or for the benefit, of a government official or a commercial business partner:

• • gifts, or travel, meals, entertainment or other hospitality expenses
  • contributions to any political party, campaign, candidate for office or party official
  • employment, whether paid or unpaid (e.g., internships); or
  • charitable contributions and sponsorships.

Facilitating payments are not authorized by this Policy. These are payments of small amounts to a government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining visas, permits and licenses, police protection or utility services in a foreign country. This Policy does not prohibit payments of official fees, which are standard, published fees available to parties and paid to governmental offices or agencies (rather than directly to government employees) in order to obtain non-discretionary governmental actions, such as legitimate filing fees.

III. Policy Scope

The Anti-Bribery Policy extends to Fox and Geese's operations anywhere in the world, including all subsidiaries, divisions, or Agents, as well as to any joint venture, consortium or other business enterprise in which Fox and Geese is a participant. The Anti-Bribery Policy is applicable to Fox and Geese associates and Agents in performing Fox and Geese's business, as well as in connection with any corporate and business unit programs, events, campaigns and other initiatives.

A. Penalties Violations by any Fox and Geese associate of anti-bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such associate's employment or an Agent's contract with Fox and Geese.

Violations by any Fox and Geese associate or agent can also result in severe penalties for both Fox and Geese and such individuals. For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption is punishable for individuals by up to ten years' imprisonment and companies could face an unlimited fine.

The law specifically prohibits a company from reimbursing an officer, director, stockholder, employee, agent, or any other person for fines imposed for violations of the FCPA, so any fines for violations for which you are responsible will be paid from your personal assets. In addition, Fox and Geese will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.

B. Gifts, Travel, Entertainment and Other Expenses Government Officials This policy prohibits making, authorizing, or offering Prohibited Payments to any person, but special care must be taken when dealing with government officials.

Fox and Geese permits Fox and Geese logo items (such as Fox and Geese logo pen and pencil sets, shirts, hats and other similar items) to be given to government officials as modest gifts in the ordinary course of business, provided that:

• such gifts do not exceed U.S. $25 in value
• only one such item per calendar year may be given to any single government official
• presenting any such gift will be in conformity with the written laws of the country in which the gift has been made; and
• the associate presenting such gift makes an immediate written report to such associate's business unit CFO.

Fox and Geese also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to tours of Fox and Geese's facilities, training in the use of Fox and Geese's products and services, or otherwise related directly to Fox and Geese's promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals or entertainment expenditure for a government official, you must first obtain written permission from your business unit CFO and from the Anti-Bribery Committee.

It will never be acceptable to offer, authorize, or give any gift or incur any expense in expectation of receiving something in return or if the recipient may believe he or she owes something in return (quid pro quo).

Some international organizations can be considered governmental organizations and their employees and agents are considered governmental officials. Government officials not only include high-ranking officials who have been elected or appointed but also include every employee or person acting in an official capacity regardless of seniority. Government officials encompass a wide range of people but generally include:

• officers and employees of any government, or a government department, agency, bureau, authority, instrumentality or public international organization
• persons acting in an official capacity on behalf of a government
• employees of entities that are owned or controlled by a government, including government owned or government controlled businesses, also sometimes referred to as state-owned enterprises
• candidates for political office
• a member of a royal family
• a member of a legislative body or their staff
• a member of the judiciary or their staff
• a political party official, or the political party itself; or
• an employee of a public university or hospital.

The U.S. Department of Justice and the U.S. Securities and Exchange Commission have adopted a very broad interpretation of what constitutes an instrumentality of a foreign government which may include entities that do not appear primarily to serve an obvious government function, and all of whose employees would then be considered governmental officials. For purposes of this Policy, any entity with significant governmental ownership or influence shall be viewed as an instrumentality of a foreign government.

Commercial Partners Other than for gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, Fox and Geese's current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from your business unit CFO and from the Anti-Bribery Committee.

Fox and Geese permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, and/or to present products and services to, or establish cordial business relations with existing or prospective business partners, provided that such expenditures:

• are not excessive and always appropriate to the nature of the business relationship with, and the seniority of, the recipient
• conform to the laws and customs (as recognized by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient
• do not place the recipient under an obligation or expectation to confer any business advantage in return for such expenditure (quid pro quo), or create an impression that the recipient's independence will be affected; and
• occur only occasionally.

Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at more than U.S. $250 for each recipient, you must first obtain written permission from your business unit CFO and from the Anti-Bribery Committee. Since the level of appropriate expenditures may vary significantly from country to country, CFOs of local business units are authorized to adopt lower expenditure limits for their respective jurisdictions.

It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter into a business transaction or arrangement which would not otherwise be undertaken, or to improperly influence such a transaction or arrangement. Nor should entertainment be offered, given, or received if it might adversely impact the business or professional reputation of the giver or the recipient. Moreover, in no event may any gift or hospitality cause any other provision of this Policy or any provision of the Code of Business Conduct & Ethics to be violated, or put Fox and Geese or you in a position that may cause embarrassment.

Recordkeeping Any gift, entertainment or hospitality given must be accurately recorded by the associate incurring the expense utilizing Fox and Geese's current expense management system(s) and supported by legitimate documents such as invoices or receipts consistent with Fox and Geese accounting policies. No expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting the expenditure.

C. Third Parties' Compliance with Fox and Geese's Anti-Bribery Policy Fox and Geese's obligation of ethical and legal behavior includes and encompasses the activities of Fox and Geese's agents, and business partners (including joint venture partners). Fox and Geese may be held accountable for the actions of third parties doing business in any market on behalf of Fox and Geese, so every associate, Agent and business partner must remain vigilant to ensure such third party's actions are consistent with this Policy. Willful ignorance of facts or circumstances which make it likely that bribery could be occurring will be a violation of this Policy and may amount to a violation of anti-bribery laws.

Before establishing a relationship with any third party to represent Fox and Geese in any marketplace, sufficient due diligence must be performed to determine that the third party's commitment to ethical business practices is consistent with Fox and Geese's high standards, this Policy and the Fox and Geese Vendor Code of Conduct. Any arrangement with such third party should include proper contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws and consistency with Fox and Geese's Anti-Bribery Policy. Particular care should be taken in any instance where the third party has interactions with government officials in the performance of its services on behalf of Fox and Geese.

D. Red Flags Among many other situations, the following situations, whether or not involving a government official, could expose Fox and Geese and the individuals involved to a risk of a violation of anti-bribery laws and/or the Code of Business Conduct & Ethics and this policy, and must be reported as set forth below:

• Requests or demands for a bribe.
• Requests from a third party for Fox and Geese to make payments (or portion of a payment) on behalf of the third party to someone else.
• Requests or suggestions that Fox and Geese make a charitable donation to a particular charity as a condition to any legitimate business purpose Fox and Geese is pursuing.
• Requests for employment, whether paid or unpaid (such as an internship), either on his or her own behalf or on behalf of another as a condition to any legitimate business purpose Fox and Geese is pursuing.
• A person with whom Fox and Geese is dealing has a reputation for receiving or giving questionable payments.
• A demand or strong suggestion that a particular local representative should be retained for any purpose or a request by a government official that Fox and Geese hire a particular person or contract with a particular company.
• A non-governmental person with whom Fox and Geese is dealing has a known family or other significant relationship with government officials.
• A request for an unusual or excessive payment, such as a request for over-invoicing, unusual up-front payments, or a request for payments to be made to a third party (or to a third country), to a foreign bank account, in cash or otherwise untraceable funds.
• A proposed agent or representative has little or no expertise or experience in the area (whether geographic, professional or otherwise) in which it will represent Fox and Geese.
• A proposed agent or representative refuses to provide written assurances that he or she will not make any improper payments.
• A proposed agent or representative requests an unusually high commission.
• A proposed agent or representative fails to provide standard or accurate invoices.
• A potential governmental customer requests an unusual credit or rebate with or from Fox and Geese in return for its business.
• Unusual bonuses, success fees, or other amounts paid to agents or representatives of Fox and Geese.
• Fox and Geese's operations are in, or it is transacting business with a person in, a country perceived to have high levels of corruption.

E. Reporting Violations Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, you should report it to the appropriate level of management.

You may also contact Fox and Geese Global Ethics, the Legal Department or the Audit Committee of the Board of Directors (anonymously, if you wish, if allowed by local law).

Any reports that involve the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or General Counsel of Fox and Geese LLC will be immediately communicated to the Chairman of the Board of Directors and the Chairman of the Audit Committee.

Your calls, detailed notes and/or emails will be dealt with confidentially, unless it is necessary to share such information in order to address the matter appropriately. Regardless, you have the commitment of Fox and Geese and of the Audit Committee of Fox and Geese's Board of Directors that if you made a report in good faith you will be protected from retaliation. Fox and Geese has a strict anti-retaliation policy. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.

Nothing in this or any other Fox and Geese policy prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.

A failure to report known or suspected wrongdoing in connection with Fox and Geese's business of which an Fox and Geese associate or agent has knowledge may, by itself, subject that individual to disciplinary action up to and including termination of employment.

The Fox and Geese Legal Department is responsible for the interpretation and administration of this policy. Any printed versions of this document should be used for immediate reference only. Please refer to the latest electronically approved version.