consent of the Board of Directors or an appropriate committee thereof ) from (i) personally taking for themselves opportunities that are discovered throughthe use of Company property, information, or their position, (ii) using Companyproperty, information, or their position for personal gain, or (iii) competing withthe Company directly or indirectly. 7. Conflicts of Interest E & E employees, officers, directors, and representatives owe the Company aduty of loyalty and are expected to act with honesty and integrity. They mustavoid situations in which personal interests conflict with or interfere with theCompany’s interests. Conflicts can arise in many ways and can have significant consequences, includinglost work, damage to reputation, and in some extreme cases, the commencementof criminal enforcement investigations. It is important that all persons working on behalf of E & E diligently try to avoid conflict situations. If you find yourself in asituation where you have an interest that makes it difficult to perform your dutiesobjectively and effectively, you may have a conflict and may need to take action tomitigate or eliminate it. If not sure, ask your supervisor, the Corporate ComplianceOfficer, or the Regulatory Legal Group, or contact the E & E Helpline. 8. Protection and Proper Use of Company Assets Our shareholders trust us to manage Company assets appropriately. Collectively, employees, officers, and directors have a responsibility forsafeguarding and making proper and efficient use of the Company’s assets. Eachof us has an obligation to use Company property as intended and prevent itsloss, damage, misuse, theft, embezzlement, or destruction, including confidentialreports and data bases containing client names and/or contact information. Examples of conflicts of interest: • Selling services to, consulting with, or employment in any capacity with a competitor (taking into account size, scope of services offered, market focus, etc.), supplier, or customer of the Company. • Having a substantial equity, debt, or other financial interest in any supplier or customer. • Having a financial interest in any transaction involving the purchase or sale by the Company of any product, material, equipment, services, or property; or in any company (newly formed or existing) which competeswith E & E. • Misusing or disclosing without authorization the Company’s confidential or proprietary information. • Receiving loans or guarantees of obligations from the Company without Board of Director authorization. Conflict of interest: What it mightlook like for you You are on the interviewingcommittee for a new position. Yourbrother has applied for the job andthe committee wants to bring himin for an interview. WHAT TO DO: Excuse yourself fromthe interview process and informthe committee members of the family relationship. Even if you canremain objective, the relationshipcould cause your participation tobe perceived as biased. You alsomust disclose new conflicts as youbecome aware of them. It is important to recognize thatthe evaluation and disclosureof conflict of interest is an ongoing obligation: all E & Eemployees, officers, directors, andrepresentatives must disclose,avoid, and mitigate potentialconflict situations as they becomeaware of them. On western public lands, E & E staff evaluates impacts ofproposed energy projects, including habitat assessmentson Gopher Tortoises, burrowing owls, and other endangered species; construction monitoring; andimplementation of mitigation and relocation programs. E & E Helpline: www.lighthousegoto.com/enehelpline/eng • Tel: 1-844-980-0004 • Email: reports@lighthouse-services.com 9