AOS CYPRUS HOLDING LIMITED (the “Company” or “AOS”) and all entities controlled by the Company have a strong commitment to promoting honest ethical business conduct by all Employees (as defined below) and compliance with the laws that govern the conduct of our business worldwide. The Company believes that a commitment to honesty, ethical conduct and integrity is paramount and builds trust with its customers, suppliers, employees, shareholders and the communities in which it operates. To implement its commitment, the Company has developed a code of conduct (the “Code”). This Code has been designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and avoidance of conflicts of interest. The Code establishes rules and standards regarding behavior and performance. Any violation of the rules and standards embodied in the Code will not be tolerated and will result in those Employees becoming subject to disciplinary action.

The Code applies to all entities controlled by the Company and all employees, directors, and officers (collectively, “Employees”). The Company also seeks to ensure that the Code applies to consultants, contractors, representatives and agents of the Company with respect to their activities related to Company business. All Employees are required to read and understand the Code and certain Employees will be required to provide a certification to that effect.

Employees individually are ultimately responsible for their compliance with the Code. Every manager will also be responsible for administering the Code as it applies to Employees and operations, within each manager’s area of supervision. The Code is supplemented by additional Company policies and procedures in the Company’s Management System, and Employees are required to be familiar with and conform to policies and procedures relevant to their activities.

Employees who observe or become aware of a situation that they believe to be in violation of the Code have an obligation to notify the Company. The relevant procedure should normally be for the Employee to report the situation to his or her manager. If an Employee is not comfortable discussing the situation with his or her manager, it may be reported to any other manager or directly to any director of AOS.

Reports of suspected violations of the Code will be investigated as the Company finds appropriate, under the supervision of the Managing Director of the Company. All Employees are expected to cooperate in the investigation of reported violations.

To the extent practical and appropriate under the circumstances to protect the privacy of the persons involved, the Company will not disclose the identity of anyone who reports a suspected violation of the Code or participates in an investigation. The Company will not retaliate, or allow retaliation in respect of any reports of suspected violations of the Code made by an Employee in good faith.

1.1 Procedures Regarding Waivers

Because of the importance of the matters involved in this Code, waivers will be granted only in exceptional circumstances where the situation would support a waiver. Waivers of the Code may only be made by the Board of directors of AOS.


2.1 Compliance with Laws, Rules and Regulations

It is the Company’s policy to comply with all applicable laws, rules and regulations of the countries and regulatory authorities that affect the Company’s business. It is the personal responsibility of each Employee to adhere to the standards and restrictions imposed by those laws, rules and regulations. Any Employee questions with respect to whether a situation violates any applicable law, rule, regulation or Company policy should be directed to that Employee’s manager.

2.2 Conflict of Interest and Corporate Opportunity

Employees must avoid any interest that conflicts with the interests of the Company or that could reasonably be determined to harm the Company’s reputation; and report any actual or potential conflict of interest (including any material transaction or relationship that reasonably could be expected to give rise to such conflict) immediately to the Employee’s manager and adhere to instructions concerning how to address such conflict of interest. A conflict of interest exists if actions by any Employee are, or could reasonably appear to be, influenced directly or indirectly by personal considerations, duties owed to persons or entities other than the Company, or by actual or potential personal benefit or gain.

Employees owe a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves personal opportunities that are discovered through the use of corporate property, information or position.

2.3 Health, Safety and Environmental protection

The Company will conduct its business in a manner designed to protect the health and safety of its Employees, its customers, the public, and the environment. The Company’s policy is to operate its business and its offshore units in accordance with all applicable health, safety and environmental laws and regulations so as to ensure the protection of the environment and the Company’s personnel and property. All Employees should conduct themselves in a manner that is consistent with this policy. Any departure or suspected departure from this policy must be reported promptly.

2.4 Ethical Conduct

Employees must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Honest conduct is considered to be conduct that is free from fraud or deception.

2.5 Entertainment and Gifts

Decisions by the Company and its agents relating to the procurement and provision of goods and services should always be free from even a perception that favorable treatment was sought, received or given as the result of furnishing or receiving gifts, favors, hospitality, entertainment or other similar gratuity. The giving or receiving of anything of value to induce such decisions is prohibited. Employees should never solicit a gift or favor for personal benefit from those with whom the Company does business. Providing or receiving gifts or entertainment of nominal value motivated by commonly accepted business courtesies is permissible, but not if such gifts or entertainment would reasonably be expected to cause favoritism or a sense of obligation.

2.6 Payments, Bribery and Facilitation payments

No employee shall in any way facilitate or have any other involvement in the offering, giving, soliciting or receiving of bribes, kick-back arrangements or other similar payments and benefits, directly or indirectly. Such payments include, but are not limited to payments to (i) employees of suppliers or customers, (ii) government officials or representatives of any government at any level, (iii) employees or other representatives of government-owned businesses, and (iv) political candidates or parties.

Facilitation payments are payments aimed at expediting or securing the provision of products or services to which one has a rightful claim.  AOS is opposed to such payments being made, even in cases where they are not contrary to local law.  AOS therefore seeks to identify and eliminate all facilitation payments, together with any similar payments made by representatives or agents of the Company in connection with Company business.  In cases where, in effect, duress is applied and facilitation or similar payments cannot be avoided, prior written approval shall have been provided by a director of AOS, prior to the payment being made.  Such payments must be correctly described in the accounts and reported.All payments must comply with the Company’s financial procedures for the approval and recording of payments, and must be submitted to the appropriate level of management for review, in accordance with the Company’s financial control procedures.

2.7 Mandatory Integrity Due Diligence

A business relationship with a potential counterparty shall only be established or amended if the resulting relationship satisfies AOS’s requirements for Integrity Due Diligence. The exact content of the Integrity Due Diligence shall be determined by the Managing Director of AOS on a case by case basis.

Potential AOS Counterparties, including the counterparties of operators may include partners, operators, suppliers, agents, intermediaries, lobbyists, consultants and customer, as well as parties to merger, acquisition and divestment transactions.

Local affiliates of international corporations shall be treated in the first instance as separate entities for Integrity Due Diligence purposes.

2.8 External Communication

Only certain designated Employees may discuss the Company with the news media, securities analysts and investors. All inquiries from regulatory authorities or government representatives should be referred to the responsible manager for the relevant Company business unit. General inquiries about the Company or its employees should be referred to Chief Financial Officer, the same applies to inquiries from financial analysts or investors.

2.9 Confidentiality and Privacy

Company communication principles generally require that all information be available to all employees unless it has been declared confidential. However, it is important that each Employee protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Employees may also become aware of confidential information of our customers, including non-public information about our customers’ oil and gas fields. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than as may be appropriate in the course of employment

2.10 Proper Use of Company Assets

The Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their designees. This applies to tangible assets and intangible assets (such as trade secrets and confidential information). Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. If an Employee becomes aware of theft, waste or misuse of the Company’s assets, the Employee should report this to his or her manager.

2.11 Electronic communication

Electronic communications include all aspects of voice, video, and data communications, such as voicemail, e-mail, fax, and Internet. Employees should use electronic communications equipment, software, systems or other facilities (“Systems”) for Company business purposes only and may not use the Company’s Systems for any other purpose except for reasonable incidental personal use. Among other things, the Employee should not participate in any public online forum where the business of the Company or its customers or suppliers is discussed as this may give rise to a violation of the Company’s confidentiality policy or subject the Company to legal action for defamation. All records produced involving the use of the Company’s Systems is Company property. The Company reserves the right to inspect all electronic communications and records involving the use of the Company Systems within the confines of applicable local law and Employees should not have an expectation of privacy when using Company Systems.

2.12 Integrity of Corporate Records

All business records, expense accounts, vouchers, bills, payrolls, service records, reports to government agencies and other reports must accurately reflect the facts. All public communications should be full, fair, accurate, timely and understandable.

The books and records of the Company must be prepared with care and honesty and must accurately reflect our transactions. All corporate funds and assets must be recorded in accordance with Company procedures. No undisclosed or unrecorded funds or assets shall be established for any purpose.

The Company’s accounting personnel must provide the independent public accountants and the Board with all information they request. Employees must neither take, nor direct or permit others to take, any action to fraudulently influence, coerce, manipulate or mislead independent public accountants engaged in the audit or review of the Company’s financial statements, or fail to correct any materially false or misleading financial statements or records, for the purpose of rendering those financial statements materially misleading.

2.13 Compliance with Anti-Trust Laws

AOS will compete in a fair and ethically justifiable manner within the framework of the anti-trust and competition rules in the markets in which AOS operates. This applies in relation to competitors as well as to customers and suppliers.

2.14 Compliance with Customs and Trade Controls

The Company shall comply with all applicable laws regulating the import and export of goods and services in each country where the Company does business. If an Employee has any doubt about the propriety of any shipment or other transaction under customs or other trade regulations, the Employee should contact his/her manager in charge, and the advice of legal counsel may be sought.