FCPA Manual Including Code of Ethics

MITCHAM INDUSTRIES, INC
AND ITS SUBSIDIARIES
FOREIGN ANTI-CORRUPTION
COMPLIANCE PROGRAM
AND MANUAL
January 27, 2011
2
FOREIGN ANTI-CORRUPTION MANUAL
Approved: January 27, 2011
Purpose: The Anti-Corruption Compliance Program described in this Manual is

intended to facilitate implementation of the Foreign Anti -Corruption
Policy and provide detailed guidance and procedures that will allow all
those to whom the Policy applies to efficiently and effectively carry out
and adhere to the Policy's requirements and objectives.
Application: The Company's Foreign Anti-Corruption Policy, which this Manual

supplements, applies to the Mitcham Industries, Inc. and all of its
subsidiaries and affiliates (together, the "Company"), and all of its
officers, directors, employees, contractors, consultants, and agents
representing the Company. This policy extends to the Company's
operations, including operations conducted by agents and other
representatives, and the operations of any international joint venture in
which the Company is a participant, to the extent described in the United
States Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), the
U.K. Anti-Terrorism, Crime and Security Act of 2001 ("ATCSA"), the
U.K. Bribery Act of 2010 ("UKBA"), and all other equivalent anti-
corruption and/or anti-bribery legislation, and this Foreign Anti-
Conuption Compliance Program and Manual ("Manual"). This Manual
should be read in combination with the Company's Foreign Anti-
Corruption Policy and Code of Business Conduct and Ethics. This policy
also extends to all financial record-keeping activities of the Company and
is integrated with the obligations to which the Company is already subject
by virtue of the U.S. Securities and Exchange Act of 1934.
Compliance Officer: Pam Plagens
Company Contact for questions, concerns, and submission of requests for approval:
Pam Plagens
Company Compliance Officer
P.O. Box 1175
Huntsville, Texas 77340-1175
936-291-2277
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TABLE OF CONTENTS
1. INTRODUCTION 1
1.1 Authorization ........................................................................................................... 1

1.2 Purpose ..................................................................................................................... 1
1.3 Foreign Anti -Corruption Policy Statement .............................................................. 1
1.4 Code of Business Conduct and Ethics .................................................................... .1
1.5 Anti-Corruption Compliance Program and Manual ............................................... .2
2. EXPLANATION OF LAWS 2
2.1 Scope ofthe United States Foreign Corrupt Practices Act.. .................................... 2
2.2 Scope of the U.K. Anti-Terrorism, Crime and Security Act of2001 ...................... 3
2.3 Scope of the U.K. Bribery Act of2010 ................................................................... 3
2.4 Key Definitions ....................................................................................................... .4
3. ADMINISTRATION OF COMPLIANCE PROGRAM 5
3.1 Chief Financial Officer ............................................................................................ 5

3.2 Compliance Officer .................................................................................................. 6
3.3 Reporting Obligations .............................................................................................. 7
3.4 Annual Certifications ............................................................................................... 7
4. EDUCATION AND TRAINING 8
4.1 Frequency and Participation .................................................................................... 8

4.2 Scope of Training ..................................................................................................... 8
4.3 Advanced Training ................................................................................................... 8
5. DUE DILIGENCE PROCEDURES 8
5.1 Acquisitions ............................................................................................................. 8

5.2 Joint Ventures .......................................................................................................... 8
5.3 Consultants, Agents, Sponsors and Other Representatives ..................................... 9
5.4 Red Flags ............................................................................................................... 10
6. CONTRACT PROCEDURES 12
6.1 Standard Forms and Provisions ............................................................................. 12

6.2 Approval Requirements ......................................................................................... 13
7. THIRD PARTY ISSUES 13
7.1 Responsibility ........................................................................................................ 13

7.2 Disclosure of Knowledge and Discontinuance of Payment.. ................................ .14
7.3 General Compliance Representation and Warranties ............................................ 14
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8. PERMITTED ACTIONS 14
9. PAYMENTS THAT MAYBE PERMITTED 14
9.1 Applicable Written Law Defense ........................................................................... 14

9.2 Reasonable and Bona Fide Expenditures Defense ............................................. 14H
10. GIFTS 15
10.1 Gifts to Foreign Government Officials Require Express Written Approval ......... 15
10.2 Guidelines for Gifts That May Be Permissible ..................................................... .15
11. FOREIGN POLITICAL CONTRIBUTIONS 16
12. DONATIONS TO FOREIGN CHARITIES 16
12.1 Policy ..................................................................................................................... 16

12.2 Guidelines for Donations to Foreign Charities .................................................. lQl+
13. PAYMENTS REQUIRED BY CONTRACT 17
14. ACCOUNTING ISSUES 17
14.1 Books and Records ................................................................................................ 17

14.2 Reasonableness Standard ....................................................................................... 18
14.3 Reporting ................................................................................................................ 18
15. AUDITING 18
15.1 Regular Auditing .................................................................................................... 18

15.2 Anti-Corruption Spot Auditing ...................................................... ....................lB.+9
16. PENAL TIES AND SANCTIONS 19
16.1 Violation of the FCPA Anti-Bribery Prohibitions ................................................ .19

16.2 Violation ofthe FCPA's Accounting Provisions .................................................. .19
16.3 Violations of the U.K. Anti-Ten'orism, Crime and Security Act... ........................ 19
16.4 Violations of the U.K. Bribery Act... ..................................................................... 19
16.5 Reimbursement ...................................................................................................... 20
16.6 Termination ............................................................................................................ 20
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ANNEXES
Foreign Anti-Corruption Policy Statement AnnexA

Code of Business Conduct and Ethics AnnexB
Officer, Director, Employee Certification of Anti-Corruption Compliance AnnexC
Third Party Certification of Anti-Corruption Compliance AnnexD
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FOREIGN ANTI-CORRUPTION
COMPLIANCE PROGRAM AND MANUAL
1127/2011
1. INTRODUCTION
1.1 Authorization
This Foreign Anti-ColTuption Compliance Program and Manual (the "Manual") is

being issued at the specific direction of the Company Board of Directors (the
"Board").
1.2 Purpose
The purpose of this Manual is to establish principles for ethical business conduct
by the Company and all of its subsidiaries and affiliates (the "Company"), as well
as its agents, joint venture partners, and other representatives of the Company in
business dealings outside the United States and to ensure compliance with the
anti-bribery and record-keeping provisions of the United States Foreign COlTUpt
Practices Act of 1977 ("FCPA"), as amended, the U.K. Anti-TelTorism, Crime
and Security Act of 2001 ("ATCSA"), the U.K. Bribery Act ("UKBA"), and all
other equivalent anti-colTUption and/or anti-bribery legislation applicable to the
Company (whether by virtue of its jurisdiction of incorporation or the conduct of
its business operations). This Manual should be read in combination with the
Company's Foreign Anti-ColTUption Policy and Code of Business Conduct. This
Manual strives to provide the Company with the tools and resources necessary to
monitor and enforce the Company's full compliance with the principles
established herein.
1.3 Foreign Anti-Corruption Policy Statement
The Company has adopted a policy on compliance with the FCPA, ATSCSA,
UKBA, and all other equivalent anti-corruption and/or anti-bribery legislation
applicable to the Company (whether by virtue of its jurisdiction of incorporation
or the conduct of its business operations) (the "Policy"). The Policy, which is
attached as Annex A to this Manual, applies to the Company and all employees,
officers, directors and representatives, including for avoidance of doubt, all -
agents of the Company.
1.4 Code of Business Conduct and Ethics
The Policy and this Manual supplement Section 13 of the Company Code of
Business Conduct and Ethics (the "Code of Conduct") adopted by the Company
Board of Directors on [date], attached as Annex B to this Manual. All provisions
of the Code of Conduct remain in full force and are fully effective.
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1.5 Anti-Corruption Compliance Program and Manual
The Anti-Corruption Compliance Program ("Compliance Program") described in

this Manual is intended to facilitate implementation of the Policy and provide
detailed guidance and procedures which will allow all Company officers,
directors, employees, contractors, consultants, and agents representing the
Company to efficiently and effectively carry out and adhere to the Policy's
requirements and objectives. This Manual will be periodically reviewed
appropriate amendments will be issued as often as necessary to ensure full
compliance with the anti-bribery and anti-cOlTUption principles established herein.
2. EXPLANATION OF LAWS
2.1 Scope of the United States Foreign Corrupt Practices Act
The FCPA has two basic components:
(a) The Anti-Bribery Provisions prohibit:
(i) the making of a payment or a gift (or an offer or promise of a

payment or gift) of money or anything of value;
(ii) directly to any foreign official, foreign political party or party

official, or any candidate for foreign political office;
(iii) or indirectly to such persons, through any person or entity, "while

knowing" that the payment, gift, etc., will be passed on to such a
person;
(iv) if the purpose of the payment or gift is: (a) to influence any act or
decision of the such person in his official capacity, (b) to induce
such person to do or omit to do any act in violation of his lawful
duty, (c) to induce such person to use his influence with the foreign
government; or (d) to secure any improper advantage;
(v) in order to help the payer/giver/offeror/promisor obtain or retain

business or direct business to any person or entity;
(vi) provided that some action in furtherance of the transaction took

place in the United States, or the payment was made by a U.S.
person, entity, or issuer of securities publicly traded on U.S.
exchanges acting in another country.
Aforeign official means any officer or employee of a foreign government or any

department, agency, or instrumentality thereof, or of a public international
organization, or any person acting in an official capacity for or on behalf of any
such government or department, agency, or all levels of federal, state, provincial,
county, municipal and similar officials of any government outside the United
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States and also include all levels of officials of any commercial enterprise owned,
controlled, or operated by a government other than the United States, such as a
national oil company. Public international organizations include organizations
such as the International Monetary Fund, the European Union, the World Bank
and other similar organizations.
An explanation of the FCPA anti-bribery provlSlons provided on the U.S.

Department of Justice website is available at
http://www.justice.gov/criminal/fraud/fcpa/docs/lay-persons-guide.pdf.
(b) The Record-Keeping and Accounting Provisions require companies

whose securities are publicly traded on U.S. exchanges to keep accurate
books and records in reasonable detail and to maintain a reasonable
system of internal accounting controls.
2.2 Scope of the U.K. Anti-Terrorism, Crime and Security Act of2001
The ATCSA makes it a criminal offence for any U.K. national or company
incorporated in the U.K. to commit a "conuption offence" outside the United
Kingdom. Earlier legislation makes the "corruption offences" offences if
committed within the United Kingdom. Such "corruption offences" include:
(a) making corrupt payments to a member, officer or servant of a public

body, even if the payments take place wholly outside the U.K. The tenn
"public body" includes any city or town, council, local or public authority
and any board or commission which is, under statutory power, involved in
local government or in administering money raised by taxes. Any body
which exists in a country or territory outside the U.K. and is equivalent to
the bodies above is deemed to be a public body for the purposes of the
ATCSA; and
(b) making, or offering to make, a gift or consideration to an agent as an

inducement to the agent to do an act in relation to the principal's business.
The tenn "agent" is broadly defined to include any person employed by or
acting on behalf of another (whether such other is in the public or private
sector).
2.3 Scope of the U.K. Bribery Act of 2010
Once it comes into force, the UKBA will repeal the existing corruption offences
under earlier U.K. legislation and make it a criminal offence:
(a) to directly or indirectly through third parties offer, promise, or give a bribe
to any person in order to induce any person to improperly perfonn a
public or private function or to reward the improper perfonnance of a
public or private function or (b) where the offeror, promisor or giver
knows or believes that acceptance of the bribe would constitute improper
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performance of a public or private function; to directly or indirectly
request or receive a bribe from any person;
(b) to directly or indirectly request, agree to receive, or accept a bribe in the

context of public or private functions;
(c) to directly or indirectly offer, promise or give a bribe to aforeign public

official in order to influence the official in his official capacity and to
obtain or retain business or an advantage in the conduct of business; and
(d) for a commercial organization (which may be a company incorporated in

the U.K. or a company incorporated elsewhere that carries on business, or
part of a business, anywhere in the U.K.) if it fails to prevent a person or
entity that performs services for or on behalf of the company from
committing bribery (i.e., any of offenses (a)-(c) above) with the intention
of obtaining or retaining business, or an advantage in the conduct of
business for the company.
Aforeign public official means anyone who holds a legislative, administrative, or

judicial position, whether elected or appointed, an official or agent of a public
international organization, and anyone who exercises a public function for a
foreign country or its public agency. Therefore this will likely include an officer
or employee of a national oil company.
Although the UKBA is not fully in force at the time of the implementation of this
Code, the Group intends to conduct its operations consistent with its provisions.
The law broadly applies to all U.K. companies, nationals and those ordinarily
resident in the U.K. (regardless of nationality), in many cases even when the act
or omission in question took place outside of the U.K. However, offence (d) is
more broadly drafted so that a non-U.K. company that conducts even just "part of
its business" in the U.K. must adhere to the UKBA.
2.4 Key Definitions
For purposes of the Policy and this Manual, the following terms should be
considered to have the meanings indicated below:
(a) "Foreign government officiaf' means any officer or employee of a

foreign government, a public international organization or any department
or agency there of or any person acting in an official capacity for such
government or organization. This includes:
(i) aforeign official as defined in the FCPA;
(ii) a member, officer or servant of a public body as defined in the

ATCSA;
(iii) aforeign public official as defined in the UKBA;

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(iv) an officer or employee of a Government-owned, -controlled, or -
operated enterprise, such as a national oil company; and
(v) any foreign political party or party official or any candidate for
foreign political office (consistent with the FCPA).
Any question regarding whether an individual is considered aforeign

government official as defined above must be addressed to the Group
Risk Manager.
(b) "Public international organization" means an organization that is so

designated by the President of the United States and generally includes
organizations such as the International Monetary Fund, the European
Union, the World Bank and similar organizations.
(c) "Knowing" means being actually aware of or substantially certain and

includes conscious disregard or deliberate ignorance of a high probability
that a particular fact or circumstance exists or will exist;
(d) "Corruptly" means an action intended to induce the recipient to misuse his
position, such as to direct business to payer or his client, or to obtain
preferential treatment, legislation or regulations to assist the payer or his
client obtain or retain business.
3. ADMINISTRATION OF COMPLIANCE PROGRAM
3.1 Company Chief Financial Officer
The Company Chief Financial Officer has responsibility for:
(a) overseeing administration of the Compliance Program;
(b) supervising the work performed by the Company Compliance Officer in

respect of the Policy and the Compliance Program;
(c) obtaining advice from outside counsel on any legal issues related to
compliance with the Policy;
(d) receiving directly or indirectly questions, reports and/or complaints

regarding adherence to the Policy and the Compliance Program;
(e) investigating possible violations of the Policy and the Compliance

Program and initiating an independent investigation as necessary;
(f) reporting to the Board at least periodically on legal issues that have arisen
in connection with administration of the Policy or the Compliance
Program and on developments in applicable law relating to FCP A,
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ATCSA, and UKBA, and any other equivalent anti-corruption andlor anti-
bribery legislation, or this Manual, and
(g) reporting to the Board at least periodically on the status of the Company's
compliance with the Policy and the Compliance Program.
In carrying out the foregoing responsibilities, the Company Chief Financial

Officer may utilize the assistance of qualified staff members, investigators,
forensic accountants, and outside legal counsel.
3.2 Compliance Officer
The Company Compliance Officer has responsibility for:
(a) overall day-to-day administration of the Policy and the Compliance

Program;
(b) coordination of anti-corruption education and training programs as

required by the Compliance Program;
(c) administration ofthe Anti-Corruption Compliance Program hotlines; and
(d) administration of the Code of Conduct Certification program.
The Company Compliance Officer's responsibilities include, but are not limited
to, the following tasks:
(a) receiving and responding to questions, reports andlor complaints regarding

adherence to the Policy and the Compliance Program, after consultation
with the Company Chief Financial Officer;
(b) immediately reporting to the Company Chief Financial Officer any

material violations ofthe Policy or the Compliance Program that appear to
have occurred; and
(c) reporting to the Company Chief Financial Officer periodically on the

status of the Company's compliance with the Policy and the Compliance
Program and any practical issues that have arisen in connection with
administration of the Policy or the Compliance Program, provided that the
Company Compliance Officer shall not be prohibited from reporting to the
Company Chief Executive Officer sooner than set forth here should
knowledge, awareness or suspicion by obtained in relation to an actual or
potential breach of the FCP A, ATCSA, UKBA, and any other equivalent
anti-corruption andlor anti-bribery legislation, or this Manual.
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3.3 Reporting Obligations
All Company personnel should repOli any knowledge, awareness or suspicion of a

potential violation of the FCPA, ATCSA, UKBA, or of any other equivalent anti-
corruption and/or anti-bribery legislation applicable to the Company (whether by
virtue of its jurisdiction of incorporation or the conduct of its business
operations), the Policy or the Compliance Program to the Company Compliance
Officer.
The Company will maintain telephone, electronic mail and postal mail hotlines
dedicated to direct communication with the Company Compliance Officer
regarding compliance with the Policy and the Compliance Program. All
Company personnel will be made aware of the existence and availability of the
hotlines. Reports may be made anonymously if so desired. There will be no
reprisal for the submission of any infOlmation or report that is submitted in good
faith and in reasonable belief.
The Company Compliance Officer is Pam Plagens.
The current Compliance Program hotlines are:
Telephone: 888-475-8376
Email: pplagens@mitchamindustries.com
Postal: Pam Plagens

Mitcham Industries, Inc.
P.O, Box 1175
Huntsville, Texas 77342-1175 USA
3.4 Annual Certifications
The Company will seek to obtain from all Company officers, directors, employees
and representatives a certification of compliance with all applicable laws,
including the FCPA, ATCSA, UKBA, and other anti-corruption and/or anti-
bribery laws and legislation. A sample certificate applicable to directors, officers,
and employees of the Company is included as Annex C. A sample certificate
applicable to representatives working on behalf of the Company, including agents
and consultants, is included as Annex D.
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4. EDUCATION AND TRAINING
4.1 Frequency and Participation
The Company Compliance Officer will conduct or arrange for Anti-Corruption

training sessions to be conducted at all major Company office and work locations
throughout the world... Attendance at not less than one such training session shall
be required for all Company management (including the Board), and all
accounting and sales personnel. Failure of these designated employees to attend
such training seminar may result in disciplinary action.
4.2 Scope of Training
Training sessions conducted pursuant to this Manual shall include written and oral
presentations regarding Anti-Corruption requirements, the Policy and the
procedures detailed in this Manual, as well as group question and answer sessions
and the opportunity for one-on-one discussions if requested.
4.3 Advanced Training
The Company Compliance Officer shall complete at least eight (8) classroom
hours of formal Anti -Corruption education.
5. DUE DILIGENCE PROCEDURES
5.1 Acquisitions
Whenever the Company pursues the acquisition of any business entity, the due
diligence process associated with the proposed acquisition shall include an
investigation of the acquisition target's compliance with the FCPA, ATCSA,
UKBA, and all other applicable anti-corruption and/or anti-bribery laws. The
specific information to be obtained in connection with such investigation shall be
specified by, and the written results of such investigation shall be reviewed and
approved by, the Company Compliance Officer and the Company Chief Financial
Officer. As part of the due diligence process, the Company should ask for written
confirmation from the target or its shareholders that the target is in full
compliance with the FCPA, ATSCA, UKBA, and all other applicable anti-
corruption and/or anti-bribery legislation. Investigations should be carefully
documented and relevant documents, such as due diligence reports and
compliance certificates, should be maintained by the Company Chief Financial
Officer, Company Compliance Officer, or their designee.
5.2 Joint Ventures
The Company should follow specific procedures when investigating and entering
into a joint venture. Whenever the Company elects to pursue work outside the
United States through a joint venture, a review of the prospective joint venture
partner or partners in order to determine the reputation, beneficial ownership,
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professional capability and experience, financial standing and credibility of the
prospective joint venture partner or pmtners and the history of such prospective
joint venture partner's or partners' compliance with applicable provisions of the
FCPA, ATCSA, UKBA, and all other anti-corruption and/or anti-bribery
legislation applicable to such partner or partners should be conducted.
Specifically, the Company should investigate whether the prospective partner has
a history of unusual or excessive payment or financial arrangements; whether any
of the prospective partner's owners, directors, officers, employees or agents has a
close family connection or other personal or professional affiliation with
goverrunent officials or with a ruling political party; whether the prospective
partner routinely utilizes undisclosed subsidiaries or agents; whether the
prospective partner, or its owners, directors, officers, employees, or agents have
made any significant political financial contributions; and whether or not the
prospective partner maintains transparent expense and accounting procedures and
a transparent ownership structure.
The information to be obtained in connection with such investigation shall be

specified by, and the written results of such investigation shall be reviewed and
approved by the Chief Financial Officer, Compliance Officer or their designee.
Investigations should be carefully documented and relevant documents, such as
due diligence reports and compliance certificates, should be maintained by the
Chief Financial Officer, Compliance Officer, or their designee.
Each joint venture agreement entered into should include language whereby the
joint venture partner or partners certify that the joint venture partner or partners,
including the joint venture partner's or partners' owners, principals, partners,
directors, officers, employees or agents, are in full compliance with the FCPA,
ATCSA, UKBA, and all other applicable anti-corruption and/or anti-bribery
legislation.
The Company shall also request that the joint venture partner or partners agree in
writing to comply with the Company's Code of Business Conduct and Ethics.
5.3 Consultants, Agents, Sponsors and Other Representatives
Whenever the Company intends to engage or retain an agent, contractor,

consultant, sponsor, or other third party representative who will have the power to
bind the Company or represent the Company before any foreign goverrunent
officials (Agent), an investigation of the prospective Agent in order to determine
the reputation, beneficial ownership, professional capability and experience,
financial standing and credibility of the prospective Agent and the history of such
prospective Agent's compliance with applicable provisions of the FCPA,
ATCSA, UKBA, and all other applicable anti-corruption and/or anti-bribery
legislation shall be conducted.
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Specifically, the Company should investigate whether the prospective Agent has a
history of unusual or excessive payment or financial arrangements; whether any
of the prospective Agent's owners, principals, partners, directors, officers,
employees or agents has a close family connection or other personal or
professional affiliation with any foreign government official; whether the
prospective Agent routinely utilizes undisclosed subsidiaries or agents; whether
the prospective Agent, or its owners, principals, partners, directors, officers,
employees or agents have made any significant political financial contributions;
and whether or not the prospective Agent maintains transparent expense and
accounting procedures and a transparent ownership structure. As part of the
review process, the Company should ask for written confirmation from the
prospective Agent that it is in full compliance with the FCPA, ATCSA, UKBA,
and all other applicable anti-corruption andlor anti-bribery legislation.
The information to be obtained in connection with such investigation shall be

specified by, and the results of such investigation shall be reviewed and approved
by the Chief Financial Officer, Compliance Officer, or their designee. Key
information obtained shall be recorded in a written report or questionnaire which
shall be certified as correct by the prospective Agent. When the Chief Financial
Officer, Compliance Officer, or their designee deem it appropriate or necessary,
the investigation shall include a personal interview of the prospective Agent by a
designee of the Chief Financial Officer or Compliance Officer. Investigations
should be carefully documented and relevant documents, such as due diligence
reports and compliance certificates, should be maintained by the Chief Financial
Officer, Compliance Officer, or their designee.
Each agency or consultancy agreement entered into should include language

whereby the agent or consultant certifies that the agent or consultant, including
the agent or consultant's directors, officers, employees, and own agents, are in full
compliance with the FCPA, ATCSA, UKBA, and all other applicable anti-
corruption andlor anti-bribery legislation. The Company shall also require that
the prospective Agent agree in writing to comply the Company's Code of
Business Conduct and Ethics.
5.4 Red Flags
One of the key aspects of FCPA and anti-cOlTUption related due diligence
investigations is the identification of "red flags" which may indicate the potential
existence of a corruption problem. Examples of potential "red flags" include, but
are not limited to, the following:
(a) The contracting party has a history of improper payment practices.
(b) The transaction or the contracting party is in a country where there is

widespread corruption or has a history of bribes and kickbacks
(Transparency International maintains a corruption index that is a useful
resource):
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http://www.transparency.org/policy research/surveys indices/cpi/2009/cp
i 2009 table.
(c) The transaction or the contracting patty is involved in or with an industry

that has a history of FCP A violations andlor corruption.
(d) The contracting party refuses to agree to comply with the FCPA, ATCSA,
UKBA, or equivalent applicable anti-corruption legislation.
(e) The contracting party has a fatnily or business relationship with a foreign
goverrunent official.
(f) The contracting patty has a poor business reputation.
(g) The contracting party insists that its identity remain confidential or refuses
to divulge the identity of its owners, directors, or officers.
(h) A govemment customer recommends or insists on use of a particular

intermediary or consultant.
(i) The contracting patty does not have offices or a staff.
G) The contracting patty does not have significant experience.
(k) The contracting party insists on unusual or suspicious contracting

procedures.
(I) The fee or commission to be paid to the contracting party is unusually

high.
(m) The payment mechanism to be utilized is secretive or unusual.
(n) The contracting patty submits inflated or inaccurate invoices.
(0) The contracting party requests cash or bearer instrument payments.
(p) The contracting party requests payment in a jurisdiction outside its home
country that has no relationship to the transaction or the entities involved
in the transaction.
(q) The contracting party asks that a new customer be granted an excessive
credit line.
(r) The contracting patty requests unusual bonus or special payments.
(s) The contracting party requests an unusual advance payment.
All due diligence investigations conducted by the Company will include an analysis of
potential "red flag" issues. Investigations of potential "red flag" issues should be
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carefully documented and relevant documents, such as due diligence reports and
compliance certificates, should be maintained by the Chief Financial Officer, Compliance
Officer, or their designee.
6. CONTRACT PROCEDURES
6.1 Standard Forms and Provisions
The Company utilizes standard forms for most types of contracts and transactions.
All Company personnel are strongly encouraged to use those forms as, at a
minimum, a starting point in all applicable transactions. Unless otherwise
approved in writing by the Chief Executive Officer, Chief Executive Officer, - or
their designee, all contracts with consultants, agents, sponsors and other third
party representatives, all joint venture, partnership and shareholder contracts and
all contracts for the acquisition of entities or business assets, shall, to the extent
appropriate, (a) include the Policy, as amended from time to time, as an appendix
to such contracts; and (b) contain provisions addressing the following matters:
(a) the application of and compliance with the FCPA, ATCSA, UKBA, and
all other applicable anti-corruption and/or anti-bribery legislation at all
times during the terms;
(b) payment mechanisms that comply with this Manual (as amended from
time to time), the FCPA, ATCSA, UKBA, and all other applicable anti-
corruption and/or anti-bribery legislation at all times during the term of
such contract;
(c) the connterparty's obligation to comply with the Policy (as amended from
time to time), the FCPA, ATCSA, UKBA, and all other applicable anti-
corruption and/or anti-bribery legislation at all times during the term of
such contract;
(d) the counterparty's obligation to maintain separate and accurate books and
records in compliance with the Company's Policy and Manual (as
amended from time to time);
(e) the counterparty's obligation to certify on an annual basis that: (i)

counterparty has not made, offered, authorized or promised to make any
payment or gift of anything of value, directly or indirectly to any foreign
government official; and (ii) counterparty has not taken any action or
engaged in any activity that could reasonably be expected to expose the
Company to any risk of criminal or civil penalties under the FCP A,
ATCSA, UKBA, or other applicable anti-corruption and/or anti-bribery
legislation;
(f) the Company's right to audit the counterparty's books and records,
including, without limitation, any documentation relating to the
connterparty's interaction with any governmental entity on behalf of the
P:Compiiancc\FCPA 12 1/2011
2011 Ver i
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Company, and the counterparty's obligation to cooperate fully with any
such audit;
(g) restrictions on the counterparty's govemment and political activities; and
(h) remedies (including tennination rights) for the failure of the counterparty
to comply with the tenns of the contract, the Policy (as amended from
time to time), the FCPA, ATCSA, UKBA, or any other applicable anti-
corruption and/or anti-bribery legislation at all times during the tenn of
such contract.
In addition, all contracts which provide for the disbursement of funds by the
Company to another contract party for services shall be in writing and shall
require the other party to submit a written invoice and to certify that during the
period covered by the invoice the other party has complied with all of its
obligations under the relevant contract and is in compliance with the tenns of its
contract with the Company on the date of such certification. Contracts requiring
the disbursement of funds by the Company for such services shall also require
that funds shall be transferred only to a bank account owned by the designated
recipient and that such account shall be located in the jurisdiction where the
relevant business services are to be performed occurs unless the Chief Executive
Officer, Chief Financial Officer, Compliance Officer, or their designee,
detennines that payment in another jurisdiction does not violate local law and that
a valid business reason for payment in another jurisdiction exists.
6.2 Approval Requirements
In addition to any other approvals required by other Company policies, any

contract to which Paragraph 6.1 above applies shall require the specific approval
of the Chief Executive Officer, Chief Financial Officer, or their designee
7. THIRD PARTY ISSUES
7.1 Responsibility
The FCPA and ATCSA prohibit corrupt offers, promises and payments of money
or anything of value through intennediaries. The UKBA prohibits the same
conduct through intennediaries if done with the intent to induce another to
perform a relevant function improperly. Thus the Company and its officers,
directors, and employees who are subject to the FCPA, ATCSA, or UKBA could
be liable for indirect offers, promises of payments, or payments to any foreign
govemment official if such offers, promises or payments are made through an
agent, joint venture partner or other third party intennediary with the knowledge
that such foreign govemment official will be the ultimate recipient. Knowledge
includes conscious disregard and deliberate ignorance of facts which indicate a
high probability that the relevant payment will occur.
13
2011 Ver I
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7.2 Disclosure of Knowledge and Discontinuance of Payment
If any Company employee knows, reasonably believes or has a suspicion that a

payment or promise of payment prohibited by the FCPA, ATCSA, UKBA, or
other applicable anti-corruption and/or anti-bribery legislation has been, is being
or may be made by a joint venture partner, agent, representative or other third
party intermediary for or on the Company's behalf or for the benefit of the
Company, the relevant individual shall immediately advise the Chief Financial
Officer, Compliance Officer, or their designee, and shall use all reasonable efforts
to prevent the payment or promise of payment from occurring.
7.3 General Compliance Representation and Warranties
The Company should seek to obtain periodically from all its consultants, agents,
representatives, and other third party intermediaries, a certification of compliance
with all applicable laws, including the FCPA, ATCSA, and UKBA and other anti-
corruption and/or anti-bribery laws. A sample certificate is included as Annex D.
8. PERMITTED ACTIONS
Payments made foreign government officials to speed up or secure routine and non-
discretionary governmental action - such as processing visas or scheduling inspections
by a foreign official - are sometimes referred to as "facilitating payments" or "grease
payments." These payments are not permitted under the ATCSA or UKBA and the
Company does not permit these payments to be made, except when the health or safety of
a Company employee, consultant, agent, or other representative is at risk. In that event,
the circumstances of the payment, including the reason for it, its amount, and the identity
of the recipient, must be accurately recorded and reported to your line manager and the
Company Compliance Officer as soon as is practicable after the payment has been made.
9. PAYMENTS THAT MAY BE PERMITTED
9.1 Applicable Written Law Defense
The FCPA and UKBA permit a narrow category of payments to or for the benefit
of foreign government officials if the payment is lawful under applicable written
laws and regulations. However, this defense will rarely if ever apply. Any
payment made under this defense must have express prior written approval from
the Company Compliance Officer and be fully and accurately recorded in the
Company's books and records.
9.2 Reasonable and Bona Fide Expenditures Defense
The FCP A permits the payment of reasonable and bona fide expenditures on
behalf of a foreign government official and directly related to:
(a) the promotion, demonstration or explanation of products or services; or
P:Compliance\FCPA 14 112011
2011 Ver 1
20
(b) the execution or performance of a contract with a foreign government or
agency thereof.
For example, the payment of reasonable travel and lodging expenses for a foreign
official to visit facilities or meet with company representative are permitted under
the FCP A. The FCPA also permits the payment of reasonable marketing
expenses or other costs necessary to perform a contract even if such payment
results in the giving of a thing of value to a foreign government official.
At the time of the implementation of this Policy, however, it is unclear whether

such payments are permitted under the ATCSA or will be permitted once the
UKBA is fully in force. Any payment of expenses of the type described above
must have express prior written approval from the Company Compliance Officer
and be fully and accurately recorded as such in the Company's books and records.
10. GIFTS
10.1 Gifts to Foreign Government Officials Require Express Written Approval
The FCPA, ATCSA, and UKBA are targeted towards bribes and similar corrupt
or improper misconduct. u.s. authorities have found that gifts of nominal value
and modest entertainment given to foreign government officials consistent with
local tradition and custom do not violate the FCP A. At the time of the
implementation of this Code, however, it is unclear whether U.K. authorities will
permit such gifts or entertainment under the ATCSA or UKBA.
No gift may be provided to any foreign government official without prior express
written approval from the Company Compliance Officer, and such approval shall
not be provided unless the proposed gift meets the guidelines provided below in
Section 10.2.
10.2 Guidelines for Gifts That May Be Permissible
Gifts should be:
(a) of nominal value;
(b) something other than cash;
(c) provided as a courtesy, token of regard or esteem, expression of gratitude,

or in return for hospitality in accordance with customs of the country
where given;
(d) permitted under local law and regulations and guidelines of foreign
government official's governmental entity;
(e) of the type and value that are unequivocally customary and appropriate for
the occasion; and
2011 Ver J
21
(1) accurately recorded in the Company's books and records.
Any gift promised, offered, or provided to a foreign government official must be

fully and accurately recorded as such in the Company's books and records. All
questions concerning the permissibility of proposed gifts must be directed to the
Company Compliance Officer.
11. FOREIGN POLITICAL CONTRIBUTIONS
No Company funds or assets, including the work time of an employee, will be

contributed, loaned, or made available, directly or indirectly, to any political party or the
campaign of any candidate for political office, even if such contributions are permitted by
foreign written laws.
This Manual does not prohibit Company employees from individually participating in
political matters within their home countries. Involvement and participation in political
activities must at an employee's choosing, on his or her own time, and at his or her own
expense. When a Company employee speaks on public issues, it must be made clear that
comments or statements made are his or her own and not those of the Company.
Company employees are prohibited from participating in political activities in countries

where they are not citizens, as such participation could jeopardize their continued right to
live and work in the relevant country.
All questions concerning participation in political events or donations to political parties

or candidates should be directed to the Company Compliance Officer.
12. DONATIONS TO FOREIGN CHARITIES
12.1 Policy
The Company believes in contributing to the communities in which it does

business and permits reasonable donations to foreign charities. The Company,
however, needs to be certain that donation to foreign-based charities will not be
used to disguise illegal payments to foreign officials in violation of the FCPA,
ATCSA, UKBA, and all other applicable anti-corruption and/or anti-bribery laws.
The Company should not create even the appearance of impropriety. Therefore,
the following guidelines must be followed before making a charitable donation.
12.2 Guidelines for Donations to Foreign Charities
(a) Submit a written request to the Compliance Officer describing the charity,
including the name of persons contacted, and attaching any supporting
documentation. The donation should generate publicity or goodwill for
the Company and demonstrate the Company's commitment to the
community, whether local, regional, or national.
P:Compliance\FCPA 112011
16
2011 Ver I
22
(b) Before authorizing any payment, the Compliance Officer should establish
that the charity is a bona fide organization and not an entity controlled for
the benefit of a foreign official. The verification of the charity's
authenticity can include: (I) obtaining from the charity its articles of
incorporation, statements from independent accountants, and information
reflecting the charity's purpose; (2) requesting receipts, reports, and other
documents that demonstrate how the charity will use the donated funds;
(3) obtaining related information from the local office of the U.S.
Embassy; and/or (4) obtaining a written opinion from local counsel.
(c) Before the donation is made, the Chief Financial Officer, Compliance
Officer, or their designee should authorize, in writing, the donation and
affirm that it does not violate local laws, rules, or regulations.
(d) Documentation that substantiates the Company's donation, such as

receipts, should be retained and recorded properly in the Company's
books and records In accordance with the Company's system of internal
accounting controls.
13. PAYMENTS REQUIRED BY CONTRACT
Certain agreements, such as carry agreements, may require the Company to make
payments to or on behalf of a non-U.S. foreign company in order to do business. These
agreements and payments made pursuant to such agreements must be reviewed for
compliance with the FCPA, ATCSA, UKBA, and other applicable anti-corruption and/or
anti-bribery by the Chief Financial Officer, Compliance Officer, or their designee before
the agreements and payments are made.
14. ACCOUNTING ISSUES
14.1 Books and Records
The Company is required to make and keep books, records and accounts, which,
in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the Company's assets. No undisclosed or unrecorded fund or asset may be
established or maintained for any purpose. Employees are prohibited from
falsifYing accounting records and must take all reasonable care to ensure that any
information provided to auditors is accurate. In addition, the Company must
devise and maintain a system of internal accounting controls sufficient to provide
reasonable assurances as follows:
(a) that transactions are executed in accordance with management's general or

specific authorization;
(b) that transactions are recorded in such a way as to allow preparation of

financial statements in conformity with generally accepted accounting
principles or other applicable standards and to maintain accountability for
assets;
P:Compliance\FCPA 17 1!20ll
20ll Ver I
23
(c) that access to assets is permitted only in accordance with management's
general or specific authorization; and
(d) that the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect
to any differences.
14.2 Reasonableness Standard
The FCP A requires "reasonable detail" and "reasonable assurances," which mean
the level of detail and degree of assurance that would satisfY prudent officials in
the conduct of their own affairs. That standard has been interpreted to mean that
the records and control requirements do not connote an unrealistic degree of
exactitude or precision. Such standard is generally thought to be higher than the
materiality standard which typically applies in accounting. Accordingly, even
relatively small payments or gifts may have to be accurately recorded in order to
satisfY the FCPA's requirements.
14.3 Reporting
Any perceived failure of the Company's books and records to meet the FCPA's
requirements or standards set out in applicable anti-corruption and/or anti-bribery
legislation shall be reported to the Company Compliance Officer, who shall
consult with the Company Chief Financial Officer, the Audit Committee of the
Board of Directors, and the Company's external auditors in order to determine
whether a possible violation exists and, if so, the appropriate actions required.
15. AUDITING
15.1 Regular Auditing
Testing and analysis of Company transactions and of the Company's books,

records, and accounts for possible violation of the FCPA, ATCSA, UKBA, and all
other applicable anti-corruption and/or anti-bribery legislation, and the Policy or
the Compliance Procedure shall be a regular part of the Company's routine audit
process and all Company personnel shall cooperate fully with the Company's
external auditors in that regard.
15.2 Anti-Corruption Spot Auditing
The Company Compliance Officer, in consultation with the Company Chief

Financial Officer, shall select at least one Company operating locations outside
the United States each year for a special audit of its compliance practices with
regard to the FCPA, ATCSA, UKBA, and all other applicable anti-corruption
and/or anti-bribery legislation.
18
2011 Ver 1
24
16. PENALTIES AND SANCTIONS
16.1 Violation of the FCPA Anti-Bribery Prohibitions
The following penalties apply to violation of the FCPA's anti-bribery

prohibitions:
(a) Criminal penalties of not more than $2,000,000 for corporations and not
more than $100,000 for individuals, or an alternative fine up to twice the
gross gain to the defendant or loss to the victim. In addition to monetary
penalties, individuals face imprisonment for up to five years;
(b) Fines of up to $100,000 or alternative fine, and/or imprisonment for up to

five years for any employee, officer, director, or agent who willfully
violates the FCP A; and
(c) Civil penalties of not more than $10,000.
16.2 Violation ofthe FCPA's Accounting Provisions
The following penalties apply to willful violation of the FCPA's

accounting provisions:
(a) Fines of up to $5,000,000 or alternative fine and/or imprisonment for up to

twenty years for individuals; and
(b) Fines of up to $25,000,000 for corporations.
16.3 Violations ofthe U.K. Anti-Terrorism, Crime and Security Act
Individuals who violate the ATCSA may be imprisoned for up to seven years
and/or subject to an unlimited fine. Companies that violate the ATCSA may be
subject to an unlimited fine, and managers of the company who had knowledge
of, and who consented to, the making of prohibited payments, may also be subject
to the same penalties as individuals.
16.4 Violations of the U.K. Bribery Act
Individuals who violate the UKBA may be imprisoned for up to ten years and/or
subject to an unlimited fine. Companies that violate the UKBA may be subject to
an unlimited fine. Where a company is convicted of any of the first three offences
under the UKBA (bribing any person, receiving a bribe, or bribing a foreign
government official) and a senior officer is shown to have consented or connived
in the company committing thee offence, such officer will be guilty of the
underlying offence and subject to penalties as an individual.
19
2011 Ver 1
25
16.5 Reimbursement
The FCPA prohibits the Company from reimbursing a fine paid by an employee
and it is the Company's policy not to do so in any jurisdiction
16.6 Termination
Failure to comply with the terms of this Manual or any of the Annexes hereto shall
constitute grounds for discipline, up to and including termination of employment.
2011 Ver I
20
26
ANNEXA
1130/2015

ANNEX TO THE
FOREIGN ANTI-CORRUPTION POLICY
1127/2011
27
January 30, 2015
Dear colleagues:
Mitcham Industries, Inc. expects all of its officers, directors, employees, contractors, consultants
and agents representing Mitcham Industries, Inc. or any of its subsidiaries 01' affiliates (the
"Company") to conduct business in accordance with the highest standards of ethical behavior
and honesty. The Company's Code of Business Conduct and Ethics covers a number of areas
and it is impOltant that you be familiar with all of them. The purpose of the attached Foreign
Anti-Conuption Policy (the "Policy") is to provide additional guidance in a very important
compliance area.
All Company personnel are expected to read the attached Policy and to strictly comply with
every aspect of its requirements. In addition, the Company is issuing a Foreign Anti-Corruption
Compliance Program and Manual detailing specific procedures to be followed in our day-to-day
activities in order to ensure complete compliance with this Policy. The Manual also provides
procedures f01' obtaining guidance in situations where questions arise regarding the proper course
of action or where the applicability ofthe Policy to particular circumstances is not dear.
Any Company officer or employee who fails to comply with the requh'ements of the attached
Policy will be the subject of disciplinary action, up to and including termination. Persons or
entities who provide services to the Company as contractors, consultants or other agents should
similarly expect to have their contracts terminated for cause if they violate any of these laws. If
any Company personnel observe conduct which he 01' she believes is a violation of the Policy,
such conduct should be reported immediately using the procedures specified in Section of3.4 the
Company's Foreign Anti-Corruption Compliance Program and Manual.
We trust you appreclate tbat the conduct required by the attached Policy is critical to our
individual livelihoods and careers as well as to the success and integrity of the Company. Your
faithful attention to the requirements of the attached Policy is very much appreciated by the
Board of Directors and by us personally.
Yours sincerely,
J
df..ti. t1,4""""-' /c~] !/LF1A'~/L--'
Robelt P. Capps Guy MaJden
Co-Chief Operating Officer Co-Chief Operating Officer
28
Statement of Policy. It is the policy of Mitcham Industries, Inc. and all of its officers, directors,
employees, contractors, consultants and agents representing Mitcham Industries, Inc. or any of
its subsidiaries and affiliates (the “Company”) to comply fully with all applicable provisions of
the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the U.K. Anti-
Terrorism, Crime and Security Act of 2001 (“ATCSA”), the U.K. Bribery Act of 2010
(“UKBA”) and all other equivalent anti-corruption and/or anti-bribery legislation applicable to
the Company (whether by virtue of its jurisdiction of incorporation or the conduct of its business
operations).
Policy Manual. The Company will prepare and maintain a Foreign Anti-Corruption
Compliance Program and Manual (the “Manual”) in order to provide specific guidance on the
implementation and enforcement of this Policy. The Manual will be distributed to all officers,
directors, employees and representatives, including agents and consults.
Administration of the Policy. The Policy will be administered by the Company’s Compliance
Officer. Contact information for the Compliance Officer will be provided in the Manual.
Requirements of the FCPA. The FCPA has two basic requirements which may be summarized
as follows:
(a) Anti-Bribery Provisions. The Company’s officers, directors, employees, contractors,

consultants, and other agents representing the Company may not corruptly offer to, promise to,
or provide cash or anything of value to any foreign official, foreign political party or party
official or any candidate for foreign political office in order to influence an act or decision that
will assist the Company in obtaining or retaining business or in directing business to anyone else.
A payment or offer is corrupt if it is made intentionally and voluntarily with the intention of
causing conduct that is prohibited by the FCPA.
A foreign official means any officer or employee of a foreign government or any department,
agency, or instrumentality thereof, or of a public international organization, or any person acting
in an official capacity for or on behalf of any such government or department, agency, or all
levels of federal, state, provincial, county, municipal and similar officials of any government
outside the United States and also include all levels of officials of any commercial enterprise
owned, controlled, or operated by a government other than the United States, such as a national
oil company. Public international organizations include organizations such as the International
Monetary Fund, the European Union, the World Bank and other similar organizations.
(b) Record-Keeping and Accounting Provisions. Companies whose securities are publicly
trade on U.S. exchanges are required to keep accurate books and records in reasonable detail and
to maintain a reasonable system of internal controls. The record-keeping and accounting
provisions apply to all payments, regardless of the size or type of payment. The Company is a
U.S. listed company and all of its officers, directors, employees, contractors, consultants, and
other agents representing the Company are expected to comply with the FCPA’s record-keeping
and accounting provisions.
Applicability of the FCPA and other Laws. Securities of the Company are registered on the
New York Stock Exchange in the United States and, accordingly, the Company is an “issuer”
under the terms of the FCPA. As an “issuer”, the Company is subject to all requirements of the
which it controls, those of its own officers, directors and employees, those of the officers,
directors and employees of entities which it controls and those undertaken with the Company's
knowledge by other persons or entities that act on behalf of the Company or entities which it
controls. U.S. entities and persons who are not "issuers" are directly subject to the FCPA as are
their officers, directors and employees regardless of nationality. Non-U.S. persons or entities not
otherwise subject to the FCPA are subject to the FCPA to the extent they carry out any part of
any prohibited activity in the U.S. Given the Company's status as a public company and the
ownership structure, operational breadth and management philosophy of the Company members,
it should be assumed that the FCPA applies to all the Company operations.
Requirements of the ATCSA. The ATCSA makes it a criminal offence for any U.K. national
or company incorporated in the U.K. to commit a "corruption offence" outside the United
Kingdom. Earlier legislation makes the "corruption offences" offences if committed within the
United Kingdom. Such "corruption offences" include:
(a) making corrupt payments to a member, officer or servant of a public body, even if the
payments take place wholly outside the U.K. The term "public body" includes any city or town,
council, local or public authority and any board or commission which is, under statutory power,
involved in local govemment or in administering money raised by taxes. Any body which exists
in a country or territory outside the U.K. and is equivalent to the bodies above is deemed to be a
public body for the purposes of the ATCSA; and
(b) making, or offering to make, a gift or consideration to an agent as an inducement to the

agent to do an act in relation to the principal's business. The term "agent" is broadly defined to
include any person employed by or acting on behalf of another (whether such other is in the
public or private sector).
Applicability of the ATCSA. Certain of the Company's affiliates and subsidiaries are
incorporated and operating in the U.K. and accordingly are subject to the ATCSA, as well as for
the violations of the ATCSA of any of the U.K. incorporated companies and employees that it
controls. U.K. nationals also are directly subject to the ATCSA. Given the Company's
operations in the U.K, operational breadth and management philosophy of the Company's
constituent businesses, it should be assumed that the ATCSA applies to all the Company
operations.
Requirements of the UKBA. Once it comes into force, the UKBA will repeal the existing
corruption offences under earlier U.K. legislation and make it a criminal offence:
(a) to directly or indirectly through third parties offer, promise, or give a bribe to any person
in order to induce any person to improperly perform a public or private function or to reward the
improper performance of a public or private function, or where the offeror, promisor or giver
knows or believes that acceptance of the bribe would constitute improper performance of a
public or private function;
(b) to directly or indirectly request, agree to receive, or accept a bribe in the context of public
or private functions;
30
(c) to directly or indirectly offer, promise or give a bribe to aforeign public official in order
to influence the official in his official capacity and to obtain or retain business or an advantage in
the conduct of business; and
(d) for a commercial organization (which may be a company incorporated in the U.K. or a
company incorporated elsewhere that carries on business, or part of a business, anywhere in the
U.K.) if it fails to prevent a person or entity that perfOlIDs services for or on behalf of the
company from committing bribery (i.e., any of offenses (a)-(c) above) with the intention of
obtaining or retaining business, or an advantage in the conduct of business for the company.
A foreign public official means anyone who holds a legislative, administrative, or judicial
position, whether elected or appointed, an official or agent of a public international organization,
and anyone who exercises a public function for a foreign country or its public agency. Therefore
this will likely include an officer or employee of a national oil company.
Although the UKBA is not fully in force at the time of the implementation of this Code, the
Company intends to conduct its operations consistent with its provisions. The law broadly
applies to all U.K. companies, nationals and those ordinarily resident in the U.K. (regardless of
nationality), in many cases even when the act or omission in question took place outside of the
U.K. However, offence (d) is more broadly drafted so that a non-U.K. company that conducts
even just "part of its business" in the UK. must adhere to the UKBA.
Applicability of the UKBA. The Company has affiliates and subsidiaries incorporated and
operating in the U.K., and will accordingly be subject to the UKBA, as well as for the violations
of the UKBA of any of the companies and employees that it controls. U.K. citizens and
nationals also are directly subject to the UKBA. Given the Company's operations in the U.K,
operational breadth and management philosophy of the Company's constituent businesses, it
should be assumed that the UKBA applies to all the Company operations.
Foreign Government Officials. The FCP A, ATCSA, and UKBA broadly define the category of
persons to whom improper payments may not be made. Although the definitions vary
somewhat, this Policy and the accompanying Manual prohibit improper payments to all persons
covered by the FCPA, ATCSA, and UKBA. Accordingly, as used in this Policy and the Manual,
"foreign government official" means any officer or employee of a foreign government, a public
international organization or any department or agency there of or any person acting in an
official capacity for such government or organization. This includes:
(a) aforeign official as defined in the FCPA;
(b) a member, officer or servant of a public body as defined in the ATCSA;
(c) aforeign public official as defined in the UKBA;
(d) an officer or employee of a Government-owned, -controlled, or -operated enterprise,

such as a national oil company; and
31
(e) any foreign political party or party official or any candidate for foreign political office
(consistent with the FCPA).
Any question regarding whether an individual is considered a foreign government official

as defined above must be addressed to the Company Compliance Officer.
Third Parties and Knowledge. The FCP A and ATCSA prohibit corrupt offers, promises and
payments of money or anything of value through intermediaries. The UKBA prohibits the same
conduct through intermediaries if done with the intent to induce another to perform a relevant
function improperly. Thus the Company and its officers, directors, and employees who are
subject to the FCPA, ATCSA, or UKBA could be liable for indirect offers, promises of
payments, or payments to any foreign government official if such offers, promises or payments
are made through an agent, joint venture partner or other third party intermediary with the
knowledge that such foreign government official will be the ultimate recipient. Knowledge
includes conscious disregard and deliberate ignorance of facts which indicate a high probability
that the relevant payment will occur.
Facilitating Payments are Prohibited. Payments made to foreign government officials speed
up or secure routine and non-discretionary governmental action - such as processing visas or
scheduling inspections by a foreign government official - are sometimes referred to as
"facilitating payments" or "grease payments." These payments are not permitted under the
ATCSA or UKBA and the Company does not permit these payments to be made, except when
the health or safety of a Company employee, consultant, agent, or other representative is at risk.
In that event, the circumstances of the payment, including the reason for it, its amount, and the
identity of the recipient, must be accurately recorded and reported to your line manager and the
Company Compliance Manager as soon as is practicable after the payment has been made.
Payments that May Be Permitted.
(a) Applicable Written Law Defonse. The FCPA and UKBA permit a narrow category of
payments to or for the benefit of foreign government officials if the payment is lawful under
applicable written laws and regulations. However, this defense will rarely if ever apply and any
payment made under this defense must have been approved in accordance with the procedures
specified in the Manual.
(b) Reasonable and Bona Fide Expenditures Defense. The FCPA permits the payment of
reasonable and bona fide expenditures on behalf of a foreign government official and directly
related to:
(i) the promotion, demonstration or explanation of products or services; or
(ii) the execution or performance of a contract with a foreign government or agency

thereof.
At the time of the implementation of this Policy, however, it is unclear whether such payments
are permitted under the ATCSA or will be permitted once the UKBA is fully in force. Any
payment of expenses of the type described above must have been approved in accordance with
the procedures specified in the Manual.
32
Any question regarding the application of either of the defenses discussed above must be
addressed to the Company Compliance Officer.
Penalties. The penalties for violating the FCP A, ATCSA, or UKBA are severe. In addition to
the penalties listed below, any officer or employee of the Company who violates any of these or
other equivalent anti-corruption and/or anti-bribery legislation applicable to the Company will be
subject to disciplinary action, up to and including termination for cause. Persons or entities who
provide services to the Company as contractors, consultants or other agents should similarly
expect to have their contracts terminated for cause if they violate any of these laws. The
Company or the relevant member of the Company will actively seek to recoup any losses which
it suffers as a result of a violation of any of these laws from the individual or entity who carried
out the prohibited activity.
a) Penalties under the FCPA. Companies that violate the FCPA ant-bribery provisions may
be subject to a fine of up to $2,000,000, or an alternate fine that could be much greater.
Individuals who violate the FCPA anti-bribery provisions may be imprisoned for up to
five years and are subject to a fine of up to $100,000, or an alternate fine that could be
much greater. An employer is not permitted to reimburse fines for FCPA violations.
b) Penalties under the ATCSA. Individuals who violate the ATCSA may be imprisoned for
up to seven years andlor subject to an unlimited fine. Companies that violate the ATCSA
may be subject to an unlimited fine, and managers of the company who had knowledge
of, and who consented to, the making of prohibited payments, may also be subject to the
same penalties as individuals.
c) Penalties under the UKBA. Individuals who violate the UKBA may be imprisoned for up
to ten years andlor subject to an unlimited fine. Companies that violate the UKBA may
be subject to an unlimited fine. Where a company is convicted of any of the offences
described at (a) to (c) (under the paragraph headed "Requirements of the UKBA") and a
senior officer is shown to have consented or connived in the company committing thee
offence, such officer will be guilty of the underlying offence and subject to penalties as
an individual.
Education and Monitoring. The Company management will implement and maintain a
program to provide periodic anti-corruption education and training to the Company management
(including the Board) and all accounting and sales employees. Company management will also
implement and maintain a program to actively monitor compliance with this Policy by all the
Company entities, employees, officers, directors and representatives. The details of those
programs are specified in the Manual.
Further Information. This Policy provides a summary of important anti-corruption laws and
issues, but additional details on particular questions and issues are available. Any questions
about the Policy or the Manual should be directed to the Company Compliance Officer identified
in the Manual.
33
MITCHAM INDUSTRIES, INC.
AND
ITS SUBSIDIARIES
CODE OF BUSINESS CONDUCT AND ETHICS
As Amended and Restated by the Board of Directors on

January 27,2011
522028v4
34
TABLE OF CONTENTS
I. INTRODUCTION ................................................................................ 1
II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS ............ 2
III. CONFLICTS OF INTEREST .............................................................. 2
A. General .............................................................................................. 2
B. Reporting Conflicts of Interest Involving Non-Officer Employees3
C. Reporting Conflicts of Interest Involving Directors or Officers .... 4
IV. INSIDER TRADING ............................................................................ 5
V. RECORD KEEPING ......................... ~ ................................................. 5
A. Company Books and Records ......................................................... 5
B. Payments of Amounts Due to Customers, Agents or Distributors7
VI. CORPORATE OPPORTUNITIES ...................................................... 8
VII. CONFIDENTIALITY ........................................................................... 8
VIII. COMPETITION AND FAIR DEALING ................................................ 8
IX. USE OF COMPANY PROPERTY AND RESOURCES ...................... 8
A. Protection and Proper Use of Company Assets ............................ 8
B. Questionable or Improper Payments and Gifts ............................. 9
X. RETENTION OF DOCUMENTS AND RECORDS ........................... 10
XI. EMPLOYMENT PRACTICES AND WORK ENVIRONMENT .......... 10
A. Employee Relations ........................................................................ 10
B. Non-Discrimination Policy ............................................................. 11
C. Freedom of Association ................................................................. 11
D. Disciplinary Practices .................................................................... 11
XII. HEALTH, SAFETY AND ENVIRONMENTAL MATTERS ................ 11
XIII. FOREIGN PAYMENTS .................................................................... 12
XIV. POLITICAL CONTRIBUTIONS ........................................................ 12
A. Federal Elections ............................................................................ 12
B. Political. Contributions in U.S. Elections ...................................... 12
C. Political Contributions in State and Local Elections ................... 13
D. Political Action Committees .......................................................... 13
E. Foreign Elections ........................................................................... 13
522028v2
35
XV. ADDITIONAL REQUIREMENTS FOR SENIOR FINANCIAL
OFFICERS ...................................................................................................... 13
XVI. INTERPRETATION QUESTIONS AND COMPLIANCE
PROCEDURES .............................................................................................. 15
XVII. REPORTING VIOLATIONS ............................................................. 16
XVIII. NO RETALIATION ........................................................................... 16
XIX. DISCIPLINE ..................................................................................... 16
XX. WAIVERS ......................................................................................... 16
XXI. ADMINISTRATION .......................................................................... 17
P:Compliance/Code of Ethics ii 2004 Revised 1/2011

2011 Ver 1
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MITCHAM INDUSTRIES, INC.
AND
ITS SUBSIDIARIES
I. INTRODUCTION
The Board of Directors (the "Board") of Mitcham Industries, Inc. has adopted this
Code of Business Conduct and Ethics (this "Code"), which provides basic
principles and guidelines to assist directors, officers and other employees of
Mitcham Industries, Inc. and its subsidiaries (collectively, the "Company") in
complying with the legal and ethical requirements governing the Company's
business conduct. This Code covers a wide range of business practices and
procedures but does not cover every issue that may arise.
This Code represents both the code of ethics for the Company's principal
executive officer, principal financial officer, principal accounting officer or
controller and persons performing similar functions (collectively, "Senior Financial
Officers") under the rules and regulations of the Securities and Exchange
Commission (the "SEC'') and the code of business conduct and ethics for
directors, officers and other employees under the listing standards of The
NASDAQ Stock Market LLC (the "NASDAQ',). This Code should also be provided
to and followed by the Company's agents and representatives, including
consultants.
The Company's fundamental policy is to conduct its business with honesty and
integrity in accordance with the highest legal and ethical standards. The
Company and its directors, officers and other employees must comply with all
applicable legal requirements of the United States and each other country in
which the Company conducts business. The Company's directors, officers and
other employees must comply with the spirit as well as the letter of this Code.
Directors, officers and other employees must not attempt to achieve indirectly,
through the use of agents or other intermediaries, what is prohibited directly by
this Code.
The Company reserves the right to add to, modify and rescind this Code or any
portion of it at any time. This Code governs in the event of any conflict or
inconSistency between this Code and any other materials distributed by the
Company. If a law conflicts with a policy in this Code, you must comply with the
law.
P:Compliance/Code of Ethics 1 2004 Revised 1/2011

2011 Ver 1
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II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Abiding by the law is the foundation on which this Company's reputation is built.
Directors, officers and other employees will obey the applicable laws, rules and
regulations of the United States and those states, counties, cities and
jurisdictions in which the Company conducts its business and to which the
Company and its directors, officers or other employees are subject. This Code
does not summarize all such laws, rules and regulations, but it is important to
know enough to determine when to seek advice from your supervisor, manager
or appropriate personnel.
III. CONFLICTS OF INTEREST
A. General
A conflict of interest occurs when an individual's private interest interferes in any

way with the interests of the Company as a whole. This situation can arise when
a director, officer or other employee takes actions or has interests that may
make it difficult to perform his or her work objectively and effectively. Conflicts
of interest also arise when a director, officer or other employee, or a member of
such person's family or household, receives improper personal benefits as a
result of the director's, officer's or other employee's position with the Company.
A conflict of interest is deemed to exist whenever, as a result of the nature or
responsibilities of his or her relationship with the Company, a director, officer or
other employee is in a position to further any personal financial interest or the
financial interest of any member of such person's family.
No director, officer or other employee, regardless of level, is permitted to engage

in any business or conduct or enter into any agreement or arrangement that
would give rise to actual or potential conflicts of interest. Directors, officers and
other employees should not permit themselves to be placed in a position that
might give rise to the appearance that a conflict of interest has arisen.
While it is not possible to describe all circumstances where a conflict of interest

involving a director, officer or other employee exists or may exist, the following
situations may involve actual or potential conflicts of interest:
• An officer's or employee's interest in, or position with, any supplier,

customer or competitor of the Company (except for an investment
in publicly traded securities as described below).

2011 Ver 1
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• The acceptance of gifts or favors of more than nominal value by a
director, officer or other employee (or a member of such person's
immediate family) from an actual or prospective customer, supplier
or competitor of the Company or any governmental official or other
employee. This does not preclude the acceptance by a director,
officer or other employee of reasonable business entertainment
(such as a lunch or dinner or events involving normal sales
promotion, advertising or publicity).
• The disclosure or use of confidential information gained by reason

of employment with the Company (or, in the case of a director,
election to the Board) for profit or advantage by a director, officer
or other employee or anyone else.
• Competition with the Company in the acquisition or disposition of

rights or property.
The following situations should not be considered conflicts of interest:
• Ownership of publicly traded securities of a supplier, customer or

competitor of the Company that do not confer upon the holder any
ability to influence or direct the poliCies or management of the
supplier, customer or competitor.
• A transaction with one of the Company's banks, where the

transaction is customary and conducted on standard commercially
available terms (such as a home mortgage or bank loan).
• A transaction or relationship disclosed in accordance with this Code

and determined by outside legal counsel not to be a prohibited
conflict of interest.
These examples are given only to guide directors, officers and other employees
in making judgments about conflicts of interest. If any director, officer or other
employee finds himself or herself in a situation where a conflict of interest exists
or may exist, he or she should follow the procedures and policies outlined in
Sections XVI and XVII of this Code.
B. Reporting Conflicts of Interest Involving Non-Officer

Employees
Actual or potential conflicts of interest involving a non-officer employee, or a

member of such person's immediate family, must be reported by the affected
person (or by others having knowledge of the existence of the actual or potential
conflicts of interest) to the employee's immediate supervisor, who will consult
with the Company's Compliance Officer to determine whether a conflict of
P:Compliance/Code of Ethics 3 2004 Revised 112011

2011 Ver 1
39
interest actually exists and to recommend measures to be taken to neutralize the
adverse effect of the conflict of interest reported, if such measures are available
or appropriate under the circumstances. This procedure will be applied so as to
minimize its effect on the personal affairs of employees consistent with the
protection of the Company's interests. The matter may also be referred to the
Board for its approval or rejection.
C. Reporting Conflicts of Interest Involving Directors or

Officers
An actual or potential conflict of interest involving a director or officer, or a

member of such person's immediate family, must be reported by the affected
person (or by others having knowledge of the existence of the actual or potential
conflict of interest) to the Company's Compliance Officer, who will promptly
disclose the possible conflict of interest to the Board at the earliest time
practicable under the circumstances. The possible conflict of interest will be
made a matter of record, and the Board will determine whether the possible
conflict of interest indeed constitutes a conflict of interest. The Board's approval
will be required prior to the consummation of any proposed transaction or
arrangement that is determined by the Board to constitute a conflict of interest.
Any member of the Board or any officer having a possible conflict of interest in
any proposed transaction or arrangement is not permitted to vote (in the case of
a member of the Board) or use his or her personal influence on the matter being
considered by the Board. Any member of the Board having a possible conflict of
interest is not counted in determining the quorum for consideration and vote on
the particular matter. Finally, any member of the Board or any officer having a
possible conflict of interest must be excused from any meeting of the Board
during discussion (subject to the exception set forth in the paragraph below) and
vote on the particular matter (in the case of an interested director). The minutes
of the Board meeting should reflect the disclosure, the absence from the meeting
of the interested director or officer, the abstention from voting (in the case of an
interested director) and the presence of a quorum. The proposed transaction or
arrangement is considered approved if it receives the affirmative vote of a
majority of the disinterested members of the Board (even if the disinterested
members are less than a quorum).
The foregoing requirements do not prohibit the interested director or officer from
briefly stating his or her position on the matter or from answering pertinent
questions of the disinterested members of the Board, as the interested director's
knowledge may be of assistance to the other Board members in their
consideration of the matter.

2011 Ver 1
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IV. INSIDER TRADING
Employees who have access to confidential information are not permitted to use
or share that information for stock trading purposes or for any other purpose
except to conduct Company business. Purchasing or selling, whether directly or
indirectly, the Company's securities while in possession of material non-publiC
information is both unethical and illegal. Directors, officers and other employees
are prohibited by law from disclosing material non-public information to others
who might use the information to directly or indirectly place trades in the
Company's securities. All directors, officers and other employees are required to
comply with the Company's Insider Trading Policy.
V. RECORD KEEPING
A. Company Books and Records
1. Books and Records. The Company requires honest and

accurate recording and reporting of information in order to make responsible
business decisions. As such, the Company's books, records and accounts must
accurately and fairly reflect the Company's transactions in reasonable detail and
in accordance with the Company's accounting practices and policies. The
following examples are given for purposes of illustration and are not intended to
limit the generality of the foregoing in any way:
• No false or deliberately inaccurate entries (such as

overbilling) are permitted. Discounts, rebates, credits
and allowances do not constitute overbilling when
lawfully granted. The reasons for the grant should
generally be set forth in the Company's records,
including the party requesting the treatment.
• No payment may be made with the intention or

understanding that all or any part of it is to be used
for any person other than that described by the
documents supporting the payment.
• No undisclosed, unrecorded or "off-book" funds or

assets are permitted, other than assets with only
scrap or nominal value that are removed from the
Company's books in accordance with normal
accounting practices.
• No false or misleading statements, written or oral,

may be intentionally made to any internal accountant

2011 Ver 1
41
or auditor or the Company's independent registered
public accounting firm with respect to the Company's
financial statements or documents to be filed with the
SEC or other governmental authority.
2. Internal Accounting Controls. The Company's principal

executive officer and principal financial officer are responsible for implementing
and maintaining a system of internal accounting controls sufficient to provide
reasonable assurances that:
• Transactions are executed in accordance with

management's general or specific authorization;
• Transactions are recorded as necessary to: (a) permit

the preparation of financial statements in conformity
with generally accepted accounting principles or any
other applicable criteria and (b) maintain
accountability for assets;
• Access to assets is permitted only in accordance with

management's general or specific authorization; and
• The recorded accountability of assets is compared

with the existing assets at reasonable intervals and
appropriate action is taken with respect to any
differences.
3. Employee Conduct. No director, officer or other employee of

the Company is permitted to willfully, directly or indirectly:
• Falsify, or cause to be falsified, any book, record or

account of the Company;
• Make, or cause to be made, any materially false or

misleading statement or omit to state, or cause
another person to omit to state, any material fact
necessary in order to make statements made, in light
of the circumstances under which the statements
were made, not misleading to an accountant in
connection with (a) any audit or examination of the
Company's financial statements or (b) the preparation
or filing of any document or report required to be
filed by the Company with the SEC or other
governmental agency; or

2011 Ver 1
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• Take any action to fraudulently influence, coerce,
manipulate or mislead the Company's independent
registered public accounting firm.
Director, officers and other employees must exercise reasonable due diligence in
order to avoid the events described above. If an employee believes that the
Company's books and records are not being maintained in accordance with these
requirements, the employee should follow the procedures and policies outlined in
B. Payments of Amounts Due to Customers, Agents or

Distributors
1. Payments for Third Party Services. All commission,

distributor or agency arrangements must be in writing and provide for the
services to be performed and for a fee that is reasonable in amount and
reasonably related to the services to be rendered.
2. Manner of Payment. All payments for commiSSions,

discounts or rebates should be made by the Company's check or draft (not by
cashier's check or in currency) or by electronic transfer in the name of the agent,
distributor or customer and should be (a) personally delivered to the payee in
the country in which the business was transacted or (b) sent to the payee's
business address or designated bank in the country in which the business was
transacted.
3. Payments Outside the United States. When the payee

represents in writing or presents a written opinion from a reputable local counsel
,counsel. or the Company has determined after consulting the counsel, that a
payment outside the country in which the business was transacted does not
violate any law of that country, that payment may be permitted upon approval
from the Company's principal financial officer or other applicable officer.
4. Credit Memoranda. Credit memoranda are the preferred

method of affecting a rebate and generally should be issued to the customer
unless the Company's check or draft (not a cashier's check or currency) or
electronic transfer is necessary due to the nature of the transaction. Any check
or draft should refer to the sales invoices involved and indicate the amount of
discount or rebate and number of units.
5. Accounting Records. All payments or discounts, rebates and

commissions must be disclosed in the Company's accounting records. Proper
documentation of contracts and agreements will be maintained.

2011 Ver 1
43
VI. CORPORATE OPPORTUNITIES
Without the written consent of the Board, directors, officers and other employees
are prohibited from taking for themselves an opportunity that is (1) a potential
transaction or matter that may be an investment or business opportunity or
prospective economic or competitive advantage in which the Company could
reasonably have an interest or expectancy or (2) discovered through the use of
corporate property, information or position. In addition, directors, officers and
other employees are prohibited from using corporate property, information or
position for personal gain and competing with the Company directly or indirectly.
Directors, officers and other employees of the Company owe a primary duty to
the Company to advance its legitimate interests when the opportunity to do so
arises.
VII. CONFIDENTIALITY
Directors, officers and other employees must maintain the confidentiality of

information entrusted to them by the Company or its customers, except when
disclosure is either expressly authorized by the Company or required by law.
Confidential information includes all non-public information that, if disclosed,
might be of use to competitors or harmful to the Company or its customers.
Confidential information also includes written material provided and information
discussed at all meetings of the Board or any committee thereof and all
information that is learned about the Company's suppliers and customers that is
not in the public domain. The obligation to preserve confidential information
continues even after employment or agency with the Company ends. Any
documents, papers, records or other tangible items that contain trade secrets or
proprietary information are the Company's property.
VIII. COMPETITION AND FAIR DEALING
The Company will compete fairly and honestly and gain advantages through
superior performance, not unethical or illegal business practices. Directors,
officers and other employees should endeavor to deal fairly with the Company's
customers, suppliers, competitors and employees. No director, officer or other
employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts
or any other practice involving unfair dealing.
IX. USE OF COMPANY PROPERTY AND RESOURCES
A. Protection and Proper Use of Company Assets
The use of any Company funds or assets for any unlawful or improper purpose is
prohibited. All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness and waste have a direct impact on

2011 Ver 1
44
the Company's profitability. Any suspected incident of fraud or theft should be
reported immediately for investigation. Company equipment should not be used
for non-business related purposes, though incidental personal use may be
permitted (such as occasional use of the Company's stationery, supplies, copying
facilities, personal computers, or telephone when the cost to the Company is
insignificant).
The obligation of employees to protect the Company's assets includes an

obligation to protect the Company's proprietary information. Proprietary
information includes intellectual property such as trade secrets, patents,
trademarks and copyrights, as well as business, marketing and service plans,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information violates Company
policy, and it could also be illegal and result in civil or criminal penalties.
B. Questionable or Improper Payments and Gifts
1. Payments or Gifts Made. No payments or gifts from the

Company's funds or assets may be made to or for the benefit of a representative
of any domestic or foreign government (or subdivision thereof), labor union or
any current or prospective customer or supplier for the purpose of improperly
obtaining a desired government action or any sale, purchase, contract or other
commercial benefit. This prohibition applies to direct or indirect payments made
through third parties and employees and is also intended to prevent bribes,
kickbacks or any other form of payoff.
2. Payments or Gifts Received. Directors, officers and other

employees of the Company are prohibited from accepting payments or gifts of
the kinds described in this Section IX.
3. Gifts to Government Personnel. Nothing of value (for

example, gifts or entertainment) may be provided to government personnel
unless permitted by law and any applicable regulation. Commercial business
entertainment and transportation that is reasonable in nature, frequency and
cost is permitted as provided for in the Company's Anti-Corruption Manual.
4. Proper Documentation. All arrangements with third parties

(such as distributors or agents) should be evidenced or memorialized in a written
contract, order or other document that describes the goods or services that are
in fact to be performed or provided and should be for reasonable fees or costs.
5. Extension of Credit by the Company. No director, officer or

other employee may seek or accept from the Company credit, an extension of
credit or the arrangement of an extension of credit in the form of a personal

2011 Ver 1
45
loan. Any personal loan existing at the time of adoption of this Code may not be
materially modified, extended or renewed.
X. RETENTION OF DOCUMENTS AND RECORDS
It is the Company's policy to cooperate with all governmental investigative

authorities. Each director, officer and other employee are required to retain any
record, document or tangible object of the Company that is known to be the
subject of an investigation or litigation.
It is a violation of this Code for any director, officer or other employee to

knowingly alter, destroy, mutilate, conceal, cover up, falsify or make a false entry
in any record, document or tangible object with the intent to impede, obstruct or
influence the investigation or proper administration of any matter within the
jurisdiction of any state, federal department or agency or any bankruptcy or in
relation to or contemplation of any such matter or case.
XI. EMPLOYMENT PRACTICES AND WORK ENVIRONMENT
A. Employee Relations
All directors, officers and other employees, regardless of position, are expected
to work together to meet the following objectives:
• Respect each employee, worker and representative of customers,

suppliers and contractors as an individual, showing courtesy and
consideration and fostering personal dignity;
• Make a commitment to and demonstrate equal treatment of all

employees, workers, customers, suppliers and contractors of the
Company without regard to race, color, gender, religion, age,
national origin, citizenship status, military service or reserve or
veteran status, sexual orientation or disability;
• Provide a workplace free of harassment of any kind, including on

the basis of race, color, gender, religion, age, national origin,
citizenship status, military service or reserve or veteran status,
sexual orientation or disability;
• Provide and maintain a safe, healthy and orderly workplace; and
• Assure uniformly fair compensation and benefit practices that will

attract, reward and retain quality employees.
In addition to the objectives set forth above, members of the management team
are expected to:
P:Comp!iance/Code of Ethics 10 2004 Revised 1/2011

2011 Vel 1
46
• Use good judgment and exercise appropriate use of their influence
and authority in their interactions with employees, customers,
suppliers, contractors and partners of the Company; and
• Keep other employees generally informed of the Company's

policies, plans and progress through regular communications.
B. Non-Discrimination Policy
The Company values the diversity of its employees and is committed to providing
an equal opportunity in all aspects of employment to all employees without
regard to race, color, gender, religion, age, national origin, citizenship status,
military service or reserve or veteran status, sexual orientation or disability.
Directors, officers and other employees should use reasonable efforts to seek
business partners for the Company that do not discriminate in hiring or in their
employment practices, and who make decisions about hiring, salary, benefits,
training opportunities, work assignments, advancement, discipline, termination
and retirement solely on the basis of a person's ability to perform the tasks
required by their position.
C. Freedom of Association
The Company recognizes and respects the right of employees to exercise their
lawful rights of free aSSOCiation, including joining or electing not to join any
association. The Company expects its business partners to also adhere to these
principles.
D. Disciplinary Practices
The Company will not condone any type of harassment, abuse or punishment,
whether corporal, mental or physical, of an employee by a director, officer or
other employee or any partner, customer or supplier of the Company.
XII. HEALTH, SAFETY AND ENVIRONMENTAL MATTERS
The Company is committed to conducting its business in compliance with

applicable health, safety and environmental laws, rules and regulations in a
manner that has the highest regard for the health and safety of human life and
the environment. Each employee has the responsibility for maintaining a
healthy, safe and environmentally-friendly workplace by following health, safety
and environmental laws, rules and regulations and reporting accidents, injuries
and unsafe equipment, practices or conditions.
Directors, officers and other employees should be aware that health and safety
laws may provide for significant civil and criminal penalties against individuals
and the Company for the failure to comply with applicable requirements.

2011Ver1
47
Accordingly, each director, officer and other employee must comply with all
applicable safety and health laws, rules and regulations, including occupational
safety and health standards.
Directors, officers and other employees should be aware that environmental laws
may provide for significant civil and criminal penalties against individuals and/or
the Company for failure to comply with applicable requirements. Accordingly,
each director, officer and other employee must comply with all applicable
environmental laws, rules and regulations.
Employees should report to work in a condition allowing them to perform their

duties free from the influence of drugs, alcohol or other controlled substances.
The use of illegal drugs in the workplace will not be tolerated.
Violence and threatening behavior are not permitted.
XIII. FOREIGN PAYMENTS
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly
or indirectly, to officials of foreign governments or foreign political candidates in
order to obtain or retain business. It is strictly prohibited to make illegal
payments to government officials of any country. Please refer to the Company's
Anti-Corruption Manual for governing policies and procedures.
XIV. POLITICAL CONTRIBUTIONS
A. Federal Elections
The Company encourages the personal and financial participation of its directors,
officers and other employees in federal, state and local elective processes.
Federal law prohibits the Company from making any direct contribution or
expenditure to a candidate or candidate's campaign in any federal election.
Although there are exceptions, most states also prohibit the use of corporate
treasury funds to influence state elections.
B. Political Contributions in U.S. Elections
It is the Company's policy not to make direct or indirect political contributions in

support of any party or candidate in any U.s. election, whether federal, state or
local, except as stated above. For the purposes of this policy, the purchase of
tickets for dinners, advertising in political program booklets, use of the
Company's duplicating facilities, compensated employee activity, employee
contributions reimbursed through expense accounts and similar donations in kind
are considered political contributions. These are merely examples of political
contributions, and the preceding list is not intended to be exhaustive.

2011 Ve,l
48
C. Political Contributions in State and local Elections
The Company may on occasion contribute to state and local office candidate
committees and to state and local initiatives or referendum campaigns where the
Company's interests are directly involved and where permitted by state and local
law. Proposed political contributions require a brief description of the purpose of
the proposed contribution and a written legal opinion that confirms that the
proposed contribution is lawful under all applicable laws. The documentation for
proposed contributions must receive approval in advance by the Company's
Compliance Officer to ensure full compliance with applicable state and local
regulations and reporting requirements.
D. Political Action Committees
To the extent permitted by law, the Company's resources may be used to

establish and administer a political action committee or separate segregated
fund. All proposed activities must be submitted for review and approval by the
Board prior to their implementation.
E. Foreign Elections
In accordance with the Company's Anti-Corruption Manual, no Company funds or

assets, including the work time of an employee, will be contributed, loaned, or
made available, directly or indirectly, to any political party or the campaign of
any candidate for political office, even if such contributions are permitted by
foreign written laws.
XV. ADDITIONAL REQUIREMENTS FOR SENIOR FINANCIAL

OFFICERS
The Company's Senior Financial Officers, as well as the Company's financial and
accounting staff will exhibit and promote the highest standards of honest and
ethical conduct to the best of their knowledge and abilities by:
• Conducting their personal and professional affairs in a way that avoids

both real and apparent conflicts of interest between their personal and
professional relationships.
• Refraining from engaging in any activity that would compromise their

professional ethics or otherwise prejudice their ability to carry out their
duties to the Company.
• Communicating to executive management of the Company and to

accountants engaged in financial audits of the Company, all relevant
unfavorable as well as favorable information and professional judgments
or opinions.

2011 Ver 1
49
• Encouraging open communication and full disclosure of financial
information by providing a well understood process under which
management is kept informed of financial information of importance,
including any departures from sound policy, practice, and accounting
norms.
• Ensuring that all relevant staff members understand the Company's open
communication and full disclosure standards and processes.
• Refraining from disclosing confidential information acquired in the course

of their work except where authorized or otherwise legally obligated to do
so.
• Informing subordinates, as appropriate, regarding the confidentiality of

information acquired in the course of their work and monitoring, as
needed, to ensure that subordinates maintain that confidentiality.
• Refraining from using or appearing to use confidential information

acquired in the course of their work for unethical or illegal advantage,
either personally or indirectly through others.
• Establishing appropriate systems and procedures to ensure that business

transactions are recorded on the Company books in accordance with
generally accepted accounting principles, established Company policy, and
appropriate regulatory pronouncements and guidelines.
• Establishing appropriate policies and procedures for the protection and

retention of accounting records and information as required by applicable
law, regulation or regulatory guidelines.
• Establishing and administering financial accounting controls that are

appropriate to ensure the integrity of the financial reporting process and
the availability of timely, relevant information for the safe, sound and
profitable operation of the Company.
• Providing full, fair, accurate, timely and understandable disclosure in

reports and documents that the Company files with, or submits to, the
SEC and in other public communications made by the Company.l
• Completely disclosing all relevant information reasonably expected to be

needed by the Company's regulatory agencies, external auditors and
compliance officer for the full, complete, and successful discharge of their
duties and responsibilities.
1 Item 406(b)(2) of Regulation S-K.

2011 Ver 1
50
• Promptly reporting violations of this Section ~2 to the Company's
Compliance Officer, the Board or the Chairman of the Board's Audit
Committee.
• Accepting accountability for adherence to this Code. 3
XVI. INTERPRETATION QUESTIONS AND COMPLIANCE PROCEDURES
Directors, officers or other employees who have questions on how to proceed or

interpret this Code should consult their supervisor or any other person(s)
designated by the Board to supervise the application of this Code. See below for
a listing of compliance procedures.
A director, officer or other employee may encounter a situation in which it is

difficult to determine how to proceed while also complying with this Code. Since
not every situation that will arise can be anticipated, it is important to have a
way to approach a new question or problem. When considering these situations,
a director, officer or other employee should:
• Make sure to have all the facts. In order to reach the right solution, all
relevant information must be known.
• Consider what he or she specifically is being asked to do and whether it

seems unethical or improper. This will enable the individual to focus on
the specific question and the alternatives he or she has. If something
seems unethical or improper, it probably is.
• Understand his or her individual responsibility and role. In most

situations, there is shared responsibility. Are other colleagues informed?
It may help to get other individuals involved and discuss the problem.
• Discuss the problem with a supervisor. In many cases, supervisors will be

more knowledgeable about the question and will appreciate being brought
into the decision-making process. Employees should remember that it is
the responsibility of supervisors to help solve problems and ensure that
the Company complies with this Code.
• Seek help from Company resources. In the rare case in which it may not
be appropriate to discuss an issue with a supervisor or a supervisor is not
available to answer a question, discuss it with corporate management,
corporate president or if that also is not appropriate, call the Company's
Ethics Hotline, a resource outside of the Company's management, 24
hours a day, 7 days a week at 1 (888)-475-8376.

P:CompHance/Code of Ethics 15 2004 Revised 1/2011

2011 Ver 1
51
• Report ethical violations in confidence and without fear of retaliation. If
the situation so requires, anonymity will be protected. The Company does
not permit retaliation of any kind for good faith reports of ethical
violations.
• Always ask first. act later. When unsure of what to do in any situation,
the individual should seek guidance and ask questions before the action in
question is taken.
XVII. REPORTING VIOLATIONS
The Company proactively promotes ethical behavior.
Directors, officers and other employees should promptly report violations of

applicable laws, rules and regulations (including, without limitation, the listing
requirements of the NASDAQ, this Code or any other code, policy or procedure of
the Company to appropriate personnel.
Directors, officers and other employees are expected to cooperate in internal

investigations of misconduct.
XVIII. NO RETALIATION
Any retaliation for reports of misconduct by others, made in good faith by a

director, officer or other employee, will not be tolerated. Any director, officer or
other employee who engages in retaliation is subject to discipline, up to and
including discharge from the Company, and where appropriate, civil liability
and/or criminal prosecution.
XIX. DISCIPLINE
The Company expects directors, officers and other employees to adhere to this
Code in carrying out their duties or responsibilities for the Company. Those who
violate the policies in this Code will be subject to disciplinary action, up to and
including discharge from the Company, and where appropriate, civil liability
and/or criminal prosecution. If you are in a situation that you believe may
violate this Code, you should follow the procedures and policies outlined in
XX. WAIVERS
Any waiver of this Code may be made only by the Board, and such waiver, and
the reasons therefore, will be promptly disclosed to shareholders and others as
required by law or stock exchange regulation.

2011 Vel 1
52
XXI. ADMINISTRATION
The Board will help ensure this Code is properly administered. The Board or a
committee of the Board will be responsible for the annual review of the
procedures in place to implement this Code. Any changes to this Code require
approval by the Board and will be promptly disclosed as required by law or
regulation.
All directors, officers and other employees of the Company must execute the
attached certification. To that end, all officers and supervisors are responsible
for reviewing this Code with their employees and ensuring that they have signed
the attached certification. Officers and supervisors of the Company also have a
duty to help ensure compliance with this Code through the review of practices
and procedures in place to facilitate compliance with this Code.

2011 Vel 1
53
CERTIFICATION
I hereby acknowledge that I have read and understand the Code of Business
Conduct and Ethics (the "Code") for Mitcham Industries, Inc. and its subsidiaries
(collectively, the "Company''). I agree that I will comply with the policies and
procedures set forth in the Code. I understand and agree that, if I am an
employee of the Company, my failure to comply in all respects with the
Company's policies, including the Code, is a basis for termination for cause of my
employment with the Company to which my employment now relates or may in
the future relate.
In addition, I agree to promptly submit a written report describing any circumstances

in which:
1. I have reasonable basis for belief that a violation of the Code by

any person has occurred;
2. I have, or any member of my family has or may have engaged in

any activity that violates the letter or the spirit of the Code;
3. I have, or any member of my family has or may have an interest

that violates the letter or the spirit of the Code; and
4. I or any member of my family may be contemplating an activity or

acquisition that could be in violation of the Code.
I am unaware of any violations or suspected violations of the Code by any

employee except as described below or on the attached sheet of paper. (If no
exceptions are noted, please check the space provided below.)
No exceptions
To the best of my knowledge and belief, neither I nor any member of my family
has any interest or affiliation or has engaged in any activity that might conflict
with the Company's interest, except as described below or on the attached sheet
of paper. (If no exceptions are noted, please check the space provided below.)
No exceptions
54
I am aware that this signed Certification will be filed with my personal records.
Signature
Type or Print Name
Date
55
CERTIFICATE OF ANTI-CORRUPTION COMPLIANCE
I, _ _ _ _ _ _ _ _ _ _" do hereby certify that I have received a copy of the U.S,

U.S.
Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), the U.K. Anti-Terrorism, Crime
and Security Act of 2001 ("ATCSA"), the U.K. Bribery Act, as amended ("UKBA"), and the
Company's Foreign Anti-Corruption Policy Statement ("Policy"), and that I understand the
provisions of the FCPA, ATCSA, UKBA, and the Policy, and agree to comply with those
provisions and to take no action that might cause the Company to be in violation of FCP A,
ATCSA, UKBA, Policy, or the laws of other countries that prohibit the same type of corrupt or
improper actions. As a part of my compliance, I agree among other things not to improperly
influence, or attempt to improperly influence, any of my relatives, current or former business
associates, colleagues, friends, or anyone with whom I am or become acquainted who is a
foreign government official (as defined in the Policy).
I further hereby certify that I am not aware of any action I have taken in connection with
my ownership and/or control of, or employment by the Company in the past that could cause the
Company to be in violation of the FCPA, ATCSA, UKBA, or the laws of other countries that
prohibit the same type of corrupt or improper actions. I further hereby certify that to the best of
my knowledge and belief: (A) neither I nor any other Company employee or representative has
offered or provided any payment or thing of value to any foreign government official (as defined
in the Policy); and (B) neither I nor any other Company employee or representative has engaged
in any prohibited conduct or behavior within the meaning of the FCPA, ATCSA, UKBA, Policy,
or the laws of other countries that prohibit the same type of corrupt or improper actions except as
56
disclosed below. NOTE: (lfno disclosures are required, please indicate by inserting "None" in
the space below. If additional space is required please attach an additional sheet.)
Questions regarding this form or the FCPA, ATCSA, UKBA, Policy, or the laws of other
countries that prohibit the same type of corrupt or improper actions should be addressed to your
line manager or the Company Compliance Officer.
Signature Date
57

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MITCHAM INDUSTRIES, INC

AND ITS SUBSIDIARIES

FOREIGN ANTI-CORRUPTION MANUAL

Approved: January 27, 2011

Purpose: The Anti-Corruption Compliance Program described in this Manual is

Application: The Company's Foreign Anti-Corruption Policy, which this Manual

Compliance Officer: Pam Plagens

1.1 Authorization ........................................................................................................... 1

3. ADMINISTRATION OF COMPLIANCE PROGRAM 5

3.1 Chief Financial Officer ............................................................................................ 5

4. EDUCATION AND TRAINING 8

4.1 Frequency and Participation .................................................................................... 8

5. DUE DILIGENCE PROCEDURES 8

5.1 Acquisitions ............................................................................................................. 8

6.1 Standard Forms and Provisions ............................................................................. 12

7. THIRD PARTY ISSUES 13

7.1 Responsibility ........................................................................................................ 13

9. PAYMENTS THAT MAYBE PERMITTED 14

9.1 Applicable Written Law Defense ........................................................................... 14

11. FOREIGN POLITICAL CONTRIBUTIONS 16

12. DONATIONS TO FOREIGN CHARITIES 16

12.1 Policy ..................................................................................................................... 16

13. PAYMENTS REQUIRED BY CONTRACT 17

14. ACCOUNTING ISSUES 17

14.1 Books and Records ................................................................................................ 17

15.1 Regular Auditing .................................................................................................... 18

16. PENAL TIES AND SANCTIONS 19

16.1 Violation of the FCPA Anti-Bribery Prohibitions ................................................ .19

Foreign Anti-Corruption Policy Statement AnnexA

This Foreign Anti-ColTuption Compliance Program and Manual (the "Manual") is

1.3 Foreign Anti-Corruption Policy Statement

1.4 Code of Business Conduct and Ethics

The Anti-Corruption Compliance Program ("Compliance Program") described in

2.1 Scope of the United States Foreign Corrupt Practices Act

The FCPA has two basic components:

(a) The Anti-Bribery Provisions prohibit:

(i) the making of a payment or a gift (or an offer or promise of a

(ii) directly to any foreign official, foreign political party or party

(iii) or indirectly to such persons, through any person or entity, "while

(v) in order to help the payer/giver/offeror/promisor obtain or retain

(vi) provided that some action in furtherance of the transaction took

Aforeign official means any officer or employee of a foreign government or any

An explanation of the FCPA anti-bribery provlSlons provided on the U.S.

(b) The Record-Keeping and Accounting Provisions require companies

(a) making corrupt payments to a member, officer or servant of a public

(b) making, or offering to make, a gift or consideration to an agent as an

2.3 Scope of the U.K. Bribery Act of 2010

(b) to directly or indirectly request, agree to receive, or accept a bribe in the

(c) to directly or indirectly offer, promise or give a bribe to aforeign public

(d) for a commercial organization (which may be a company incorporated in

Aforeign public official means anyone who holds a legislative, administrative, or

2.4 Key Definitions

(a) "Foreign government officiaf' means any officer or employee of a

(i) aforeign official as defined in the FCPA;

(ii) a member, officer or servant of a public body as defined in the

(iii) aforeign public official as defined in the UKBA;

Any question regarding whether an individual is considered aforeign

(b) "Public international organization" means an organization that is so

(c) "Knowing" means being actually aware of or substantially certain and

3. ADMINISTRATION OF COMPLIANCE PROGRAM

3.1 Company Chief Financial Officer

The Company Chief Financial Officer has responsibility for:

(a) overseeing administration of the Compliance Program;