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Argan, Inc.
Code of Conduct


  1. General
  2. The Argan employee personal responsibility
  3. Working within the Argan community
  4. Working Within the Legal System
  5. Protecting Assets and Opportunities
  6. Avoiding Conflicts of Interest
  7. Working with Suppliers and Customers
  8. Violations and Waivers
  9. Administration
  10. Insider Trading Policy


The honesty, loyalty, concern for others and accountability of our actions is fundamental to the reputation and success of Argan, Inc. and its subsidiaries (Argan). The directors, officers and employees of Argan, wherever located, collectively referred to herein as “employees,” are subject to the provisions of our Code of Conduct. We are expected to be sensitive to any situations that can adversely impact Argan’s reputation and are expected to use good judgment and common sense in the way we conduct business.

The Code of Conduct is designed to help you understand what is meant by good judgment and ethical behavior. These policies are part of our corporate governance regulations. All employees must comply with these regulations and there upon act in a reputable manner.

The Code of Conduct is intended to supplement other policies and procedures of the company, and is not considered an employment contract. It does however, set forth expectations of behaviors in Argan employees in certain situations. Employees who violate the spirit of the Code of Conduct are subject to disciplinary action up to and including termination of employment.

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Every Argan employee has a personal responsibility to embody and model behavior that complies with these guidelines and to:

  • Learn the details of all policies that affect your job. While you are not expected to know all policies of the Company, you should have a basic understanding of company policy and a detailed understanding of policies that apply to your job.
  • Seek assistance from appropriate management when you have a question about the application of a policy.
  • Raise issues and concerns with your supervisor or manager. If the issue is not resolved, raise it with the Vice President of Finance. If it is still not resolved call the anonymous Hot line number listed at the end of this Code of Conduct.
  • You may raise your concerns verbally or in writing and it may be anonymous.

The leaders at Argan are expected to build and maintain a culture of compliance by:

  • Leading by example, using their own behavior as a model for all employees.
  • Making sure that employees understand that business results are never more important than compliance.
  • Encouraging employees to raise ethical questions and concerns.
  • Providing access to education, training, and legal counseling to ensure that employees, affiliates, and where appropriate, third parties understand the requirements of Argan policies and applicable laws.
  • Implementing appropriate control measures in business process, to detect heightened compliance risks and/or violations.
  • Taking prompt corrective action to fix any identified weaknesses in compliance measures.

Everyone has a duty to be vigilant for circumstances that may indicate illegal or unethical behavior and to act appropriately in a timely manner to prevent improper conduct.

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Working within the Argan community

Fair and Equitable Treatment
Argan strives to build and maintain a productive, motivated workforce by treating all employees fairly and equitably. We select and place employees on the basis of their qualifications for the work to be performed, without regard to race, color, gender, sexual orientation, national origin, ancestry, religion, physical or mental disability, age, veteran status or other characteristics protected by applicable law. Every employee should be fair and respectful in his or her dealings with fellow employees.

Argan will not tolerate harassment of its employees by anyone, including managers, co-workers, contractors, vendors or customers. Our policies on diversity and equal employment are set forth below.

Diversity and Equal Opportunity
Argan recognizes that diversity brings benefits to the company -- ways of thinking and approaches to decision making that can make us more successful. We value the differences among individuals and welcome diversity within our workforce. Each Argan manager shall ensure that all applicants and employees are afforded an equal opportunity in employment. We support and obey laws that prohibit discrimination everywhere we do business.

Employee Health and Safety
Argan strives to provide each employee with a safe and healthy work environment. Each employee has a responsibility to maintain a safe and healthy workplace for all employees. Employees should report to their supervisor workplace accidents and injuries, as well as unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use or possession of illegal drugs in the workplace is prohibited.

Respect for the Environment
Argan employees will respect the environment by complying with all applicable environmental laws in all jurisdictions in which we conduct business operations. Argan is committed to the protection of the environment by minimizing the environmental impact of our operations. Argan’s employees should notify their supervisor or manager if hazardous materials come into contact with the environment or are improperly handled or discarded.

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Working Within the Legal System

Compliance with Laws
Argan's policy is that all employees shall conduct business on behalf of the company in full compliance with the laws of the jurisdictions in which we operate. There may be uncertainty with respect to the scope and application of certain of the laws in some jurisdictions. Compliance with our policy requires a good faith effort to satisfy the intent and purpose of the applicable laws, consistent with our policy of ethical and honest business conduct. Any employee who acquires knowledge of a violation of law, or who requires guidance on a matter of law, should consult with their supervisor or manager.

Contracting practices
When Argan is selling or buying products and services, or entering into other commitments, Argan must consider the rights and obligations of each party in appropriate written contracts. Properly written contracts document the use of Argan funds and assets, define the rights and obligations of Argan and other parties, establish protections against liability, and provide tools for handling disputes. If you are involved in negotiating with Argan customers, suppliers, other business partners or outside parties, you are required to understand basic principles of business transactions and to abide by Argan contracting policies and guidelines.

You may not commit Argan to undertake any performance, payment or other obligation unless you are authorized under the appropriate delegation of authority policies.

You may not enter into any agreement or engage in any activity that may violate applicable law. You may not enter into any transaction that facilitates improper revenue recognition, expense treatment or other accounting improprieties on the part of either Argan or the business partner.

Protecting and safeguarding Argan’s assets, including tangible and intangible property, is critical to Argan’s success. We have a duty to use those assets for legitimate business purposes only, to protect them from loss or unauthorized use and to keep them confidential as appropriate. In no event may Argan assets be used for unlawful or improper purposes. Every employee has a responsibility to protect our assets. Theft, misuse and waste of assets have an impact on Argan's profitability. Theft, embezzlement or misappropriation of Argan property by any employee is prohibited. Argan equipment should not be used for non-company business.

The obligation of employees to protect Argan's assets includes its proprietary information, such as trade secrets, patents, trademarks, business and marketing plans, engineering and manufacturing ideas and unpublished financial data. Unauthorized use or distribution of proprietary information is a violation of Argan policy.

Finance and Accounting Practices
It is a legal requirement that, as a public company, Argan adheres to strict accounting principles and standards of reporting. Financial information must be accurate and complete, and there must be internal controls and processes to comply with these accounting and financial reporting laws. These laws require the proper recording of, and accounting for, revenues and expenses. If an employee has responsibility or any involvement in these areas, they must understand and adhere to these rules. Also, these rules prohibit anyone from assisting others to engage in improper accounting practices or make false or misleading financial reports.

Violations of laws associated with accounting and financial reporting can result in fines, penalties, and even imprisonment, and can lead to loss of public faith in a company. If you become aware of any action related to accounting or financial reporting that you believe may be improper, you should immediately report it to your manager, the Vice President of Finance or by contacting the anonymous Hotline number listed at the end of this Code of Conduct.

Political Activities
Argan employees are encouraged to take an active interest in political and government activities and to support principles, issues, parties or candidates of their own choice. Such activity must remain separate and distinct from employment with Argan.

Argan policy goes beyond federal law, which prohibits the use of company funds, assets, services or facilities on behalf of a federal political party or candidate except under limited circumstances. Our policy is that no Argan assets -- including monetary payments, employees' work time, use of Argan premises or equipment -- may be contributed to any political candidate, political action committee, party, or ballot measure without the written permission of the Chief Financial Officer. An Argan employee will not be compensated or reimbursed, in any form, for a political contribution that the person has made.

Preservation of Certain Records
For business, accounting and legal reasons our company records must be properly managed. We create, retain and dispose of our business records and information assets, both written and electronic, as part of our normal course of business in compliance with applicable regulatory and legal requirements. Information defined as essential must be retained in a recoverable format for as long as it remains essential. Information that is no longer essential should be disposed of as soon as possible. For questions regarding what is essential information, contact the Vice President of Finance.

In no case may business records or documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person. You are required to cooperate fully with legal counsel retained in the course of a lawsuit, legal proceeding or investigation.

Confidential Information
Argan has developed and continues to develop and use commercially valuable confidential and/or proprietary technical and non-technical information. Confidential information includes a wide range of non-public information including but not limited to financial and cost data, business plans and strategies, operating reports, pricing information, marketing and sales data, business partner information, proprietary information, personnel records and organization charts. Appropriate security measures to protect confidential information from improper disclosure should be taken seriously by all employees.

Employees must maintain the confidentiality of such information. You may not, directly or indirectly, disclose, or use for the benefit of yourself or any other person, any of our confidential or proprietary information.

Media Inquiries
Federal law also restricts the manner in which Argan releases material information to the media, security analysts and stockholders. Argan has an obligation to accurately and completely convey all material facts when speaking publicly. In order to ensure that Argan complies with its obligations, employees receiving inquiries regarding material company information or Argan's position on public issues should refer the request to the Corporate headquarters at Argan, Inc., One Church Street, Suite 201, Rockville, MD 20850 or call 301-315-0027.

Inside Information
Federal law prohibits insiders from trading securities while in possession of material nonpublic information. Argan's policy also prohibits such trading. Any employee who is aware of material nonpublic information related to Argan, or to firms which are suppliers or customers of Argan, may not buy or sell common stock of Argan or such other company. You may not disclose such information to any person outside Argan until it has been made public. You cannot "tip" others. Securities trading by your family members, household members or those with whom you have a close, personal relationship can, under some circumstances, result in legal liability to you.

Material information is any information that a reasonable investor would consider important in deciding whether to buy or sell common stock. This includes information about possible acquisitions or divestitures, earnings, new contracts or products, expansion plans and other important corporate developments that have not been publicly disclosed. You should refer to the Argan Trading Policy if you have any questions concerning your buying or selling of Argan common stock.

Many senior-level Argan employees are subject to special rules on insider trading. Unless otherwise advised, these employees can only buy or sell Argan common stock during limited periods following the release of quarterly or annual earnings information. Such "window" periods are open two days after, the earliest of, any quarterly or annual reporting period press release or SEC filing, but 30 days before the close of a quarterly or annual reporting period. Refer to Argan’s Insider Trading Policy for further information.

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Avoiding Conflicts of Interest

Argan employees are expected to make business decisions based on the best interests of the company and not based on personal relationships or benefits. Conflicts of interest can compromise employees' business ethics. A conflict of interest arises when an activity, investment, interest or association interferes with or appears to interfere with the independent exercise of an employee's judgment as it relates to Argan's interests. A conflict of interest arises if an employee works for or has an ownership interest in a competitor, customer or supplier.

Employees must disclose any situations that may involve conflicts of interest affecting them personally. Waivers of conflicts of interest involving employees require the approval your manager and the Vice President of Finance. Waivers of conflicts of interest involving executive officers require the approval of the Audit Committee or the board of directors.

Business Gifts and Entertainment
Business entertainment and business gifts in a commercial setting are intended to create goodwill and improve working relationships. Such entertainment or gifts should not be used to gain an unfair advantage with suppliers or customers. Such gifts or entertainment should not be offered, given, provided or accepted by any Argan employee or family member of an Argan employee unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not of significant value that would give the appearance of impropriety or that the gift or entertainment was intended in any way to influence a business relationship and (4) does not violate any laws or regulations. Each business unit may have other guidelines to put on business entertainment depending on practices appropriate for that business unit. If you have any questions concerning the appropriateness of gifts or entertainment, you should contact your manager or the Vice President of Finance.

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Working with Suppliers and Customers

We must maintain the confidence, respect and trust of our customers, partners, suppliers and government organizations by conducting business responsibly. We must be committed to acting ethically, lawfully, truthfully and with integrity in all business dealings whether selling or buying or representing Argan in any other capacity.

Advertising, Marketing and Sales Practices
Generally, statements in advertising, promotional materials and product packaging must be fair, factual, complete, capable of being substantiated and may not deceive or mislead current or potential customers. Argan’s marketing and sales practices reflect Argan’s commitment to honest and fair dealings with its current or potential customers. You may not make false or misleading statements about products and services of ours or those of competitors in marketing or sales activities.

Purchasing Products
Argan also expects to receive fair and competitive prices and quality services from our suppliers. We select suppliers that are best able to meet our needs based on such factors as quality, value, best or lowest price, technical excellence, service reputation and production capacity.

Argan does not condone reciprocity with suppliers or customers. The materials we require are purchased solely on their merits, just as the products we sell are sold solely on their merits. Personal or family relationships should not influence purchasing or sales decisions.

Dealings with Competitors
Argan believes that a competitive economy is essential to the public interest, to the interests of the business community in general, and to Argan specifically. Argan's policy is to comply with the laws of competition in all jurisdictions in which we operate.

All employees must carry out the policy of Argan to compete vigorously and legally in all areas of its business operations. No employee of Argan has authority to engage in any conduct inconsistent with the laws of competition or to authorize, direct or condone such conduct by any other person. For example, Argan employees shall not:

  • Agree on or even discuss with competitors any matter involved in competition between Argan and the competitor (such as sales price, credit terms, marketing strategies, market shares or sales policies) except in those instances where there is a bona fide purchase from or sale to a competitor or bona fide credit checks for commercially reasonable purposes.
  • Agree with a competitor to restrict competition by fixing prices, allocating customers or territories or any other means.
  • Agree with a supplier or customer on the minimum price at which a product will be resold.
  • Sell a product below cost with the intent to harm a competitor.

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Violations and Waivers

The Audit Committee or Board of Directors shall determine, or designate appropriate persons to determine, remedial actions to be taken in the event of a violation of the Code of Conduct. Such actions shall be reasonably designed to deter wrongdoing and promote accountability for adherence to the Code of Conduct. The Audit Committee or Board of Directors has full and discretionary authority to approve any amendment to or waiver from this Code of Conduct; any such amendment or waiver shall be promptly disclosed as required by applicable law or regulation.

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The overall administration of our Code of Conduct rests with the Argan Corporate Headquarters in Rockville, MD. Argan will not tolerate any threats or acts of retaliation against an employee for any report made in good faith. Employees' reports of Code of Conduct violations will be kept confidential to the extent permitted by law and our ability to address specific concerns. Anonymous reports should supply detailed information to allow us to investigate and address the concern. In some instances, employees' names will be needed for us to properly investigate the matter. Some investigations may not allow for complete anonymity.

We ask that employees annually to acknowledge their commitment to the Code of Conduct. Your signature acknowledges that you have read and understand the Code of Conduct.

You may be required to take a training course covering the Code of Conduct and may be required to take refresher courses from time to time.

Under no circumstances will you be subject to any disciplinary or retaliatory action for reporting a possible violation of the Code of Conduct or applicable law or for cooperating in any investigation of a possible violation. However, knowingly false or malicious reports will not be tolerated and anyone filing such reports will be subject to appropriate disciplinary action.

Any waiver of this Code of Conduct for directors or executive officers may be made only by the Audit Committee or the board of directors. Requests for waivers from other employees should be addressed to your manager and the Vice President of Finance.

Supervisors and managers should be accessible to employees who wish to report any unlawful or unethical conduct that violates this Code of Conduct. Any person receiving an employee report of a violation of this Code of Conduct should notify the Vice President of Finance or the Argan Corporate Headquarters, of the report. Argan will investigate all such employee reports. You are responsible for providing truthful information and cooperating fully in any investigation.

In connection with any investigation, employees must not (1) interfere with the investigation, such as by providing false, misleading or incomplete information, concealing information or encouraging others not to contribute to an investigation or (2) destroy or alter any information relevant to the investigation.

Violation of our Code of Conduct is a serious matter and may in some circumstances subject Argan or the employee involved to civil liability or even criminal prosecution.

Employees who violate our Code of Conduct may be disciplined. Disciplinary action will be determined by the applicable business unit management, the Vice President of Finance, the Argan Corporate Headquarters and/or the Audit Committee, based on the circumstances involved. Disciplinary action can include severe consequences, such as termination of employment, suspension from employment without pay, demotion, transfer, withholding of promotion and requiring reimbursement of damages caused.

Questions about our Code of Conduct should be directed to your immediate supervisor, manager, Vice President of Finance, the Argan Corporate Headquarters or the anonymous Hot Line.

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To comply with federal and state securities laws governing (a) trading in securities of Argan, Inc. (“Company”) while aware of “material nonpublic information” concerning the Company, and (b) tipping or disclosing material nonpublic information to outsiders, and to prevent even the appearance of improper insider trading or tipping, the Company has adopted this Insider Trading Policy (“Policy”) for all of its directors, officers and designated key employees, their family members, and specially designated outsiders who have access to the Company’s material nonpublic information.


A. Insiders. The Policy covers all directors, officers and designated key employees of the Company and their respective family members (collectively referred to as “Insiders”), and any outsiders whom the Compliance Officer (defined below) may designate as Insiders because they have access to material nonpublic information concerning the Company, including without limitation, consultants, contractors and advisors to, and representatives of, the Company.

B. Transactions. The Policy applies to any and all transactions in the Company’s securities, including its common stock and options to purchase common stock, and any other type of securities that the Company may issue, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities. The Policy also applies, under certain circumstances, to transactions in the securities of other companies.

C. Certification. The Policy will be periodically delivered to all directors, officers, designated key employees and designated outsiders by the Company, and to all new directors, officers, designated key employees and designated outsiders at the start of their employment or relationship with the Company. Upon first receiving a copy of the Policy or any revised versions, each Section 16 Individual (defined below) and Key Employee (defined below) must sign an acknowledgment that he or she has received a copy of the Policy and agrees to comply with the Policy’s terms.

The Company may change the procedures or adopt new procedures as the Company considers appropriate in order to carry out the purposes of the Policy.


A. Section 16 Individuals. Each member of the Company’s Board of Directors (“Board”), those officers of the Company designated by the Board to be “Section 16 officers” of the Company, and their respective family members and others in their households, are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) and the underlying rules and regulations promulgated by the U. S. Securities and Exchange Commission (“SEC”) (the “Section 16 Individuals”).

B. Key Employees. The Company considers officers and active designated key employees (see Exhibit B for current list) who previously have received grants of stock options or restricted stock units under the Company’s 2001 or 2011 Incentive Stock Option Plan or any other similar plan hereinafter adopted by the Company (each, a “Plan”), to be key employees (“Key Employees”) because of their position with the Company and their possible access to material nonpublic information.


The Company has designated its Chief Financial Officer (or his successor in that position) as its insider trading compliance officer (the “Compliance Officer”). The duties of the Compliance Officer include the following:

a. Administering the Policy and monitoring and enforcing compliance with all Policy provisions and procedures.

b. Responding to all inquiries relating to the Policy and its procedures.

c. Designating and announcing special trading blackout periods during which certain Insiders may not trade in Company securities.

d. Providing copies of the Policy and other appropriate materials to all current and new directors, officers and designated key employees, and such other persons who the Compliance Officer determines have access to material nonpublic information concerning the Company.

e. Administering, monitoring and enforcing compliance with all federal and state insider trading laws and regulations, including without limitation Section 10(b), 16, 20A and 21A of the Exchange Act and the rules and regulations promulgated thereunder, and Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and assisting in the preparation and filing of all required SEC reports relating to insider trading in Company securities, including without limitation Forms 3, 4, 5 and 144 and, if applicable, Schedules 13D and 13G.

f. Revising the Policy as necessary to reflect changes in federal or state insider trading laws and regulations.

g. Maintaining as Company records originals or copies of all documents required by the provisions of the Policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading, including without limitation Forms 3, 4, 5 and 144 and, if applicable, Schedules 13D and 13G.

The Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties in the event that the Compliance Officer is unable or unavailable to perform such duties.


A. “Material” Information

Information about the Company is “material” if there is a substantial likelihood that it would be significant for the investment or voting decisions of a reasonable shareholder or investor, or if there is a substantial likelihood that the disclosure of the information would significantly alter the total mix of information in the marketplace about the Company. If an investor would want to buy or sell securities based on the information, the information should be considered material. In simple terms, material information is any type of information that could reasonably be expected to affect the price of Company securities. While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered material:

  • Financial performance, especially quarterly and year-end earnings and significant changes in financial performance or liquidity.
  • Potential mergers and acquisitions or the sale of significant Company assets or subsidiaries.
  • New major contracts, orders, suppliers, customers, or finance sources, or the loss thereof.
  • Major discoveries or significant changes or developments in products or product lines, research or technologies.
  • Significant changes or developments in supplies or inventory, including significant product defects, recalls or product returns.
  • Significant pricing changes.
  • Stock splits, public or private securities/debt offerings, or changes in Company dividend policies or amounts.
  • Significant changes in senior management.
  • Significant labor disputes or negotiations.
  • Actual or threatened major litigation, or the resolution of such litigation.
  • Possible proxy fights.
  • An imminent change in the Company’s credit rating by a rating agency.
  • Voluntary calls of debt or preferred stock of the Company.
  • The contents of forthcoming publications that may affect the market price of Company securities.
  • Statements by stock market analysts regarding the Company and/or its securities.

B. “Nonpublic” Information

Material information is “nonpublic” if it has not been widely disseminated to the public through major newswire services, national news services and financial news services. For the purposes of the Policy, information will be considered public, i.e., no longer “nonpublic,” after the close of trading on the second full trading day following the Company’s widespread public release of the information.

C. Information Concerning Other Companies

In the course of his or her association with the Company, an Insider may have access to information that is material and nonpublic in relation to other companies, including, but not limited to, customers, partners and competitors of the Company. For example, an Insider may possess nonpublic information that a major prospective customer has chosen to purchase the Company’s products over those of a competitor. Such material and nonpublic information is the property of the Company and trading, tipping or rendering trading advice relating to the securities of such other companies while aware of such material and nonpublic information could violate federal and state securities laws. In addition, inappropriate trading, tipping or trading advice by Insiders could irretrievably damage the Company’s customer or partner relationships. For these reasons, the Company prohibits Insiders from trading, tipping and rendering trading advice relating to other companies while aware of information that is material and nonpublic relating to such companies.

D. Consult the Compliance Officer for Guidance

Any Insider who is unsure whether the information that he or she possesses is material or nonpublic must consult the Compliance Officer for guidance before trading in any Company securities.


A. Prohibited Activities

1. No Insider may trade (buy or sell) in Company securities while aware of material nonpublic information concerning the Company.

2. No Insider may trade in Company securities during any special trading blackout periods applicable to such Insider as designated by the Compliance Officer.

3. No Insider may trade in Company securities outside of the applicable “trading windows” described in Section VI.B. below.

4. No Insider may “tip” or disclose material nonpublic information concerning the Company to any outside person (including spouses, parents, children, siblings or other persons who are expected to hold such “tip” in confidence, individual investors, or members of the investment community and/or news media), unless required as part of that Insider’s regular duties for the Company and authorized by the Compliance Officer. In particular, no Insider may disclose material nonpublic information to any holder of Company securities, or to any analyst, broker, dealer, investment adviser, investment company, institutional investment manager, or anyone associated with any of these securities professionals, unless required as part of that Insider’s regular duties for the Company and authorized by the Compliance Officer. In any instance in which such information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of the Policy and/or to sign a confidentiality agreement. In the case of inadvertent disclosure to a holder of Company securities or to a securities professional who does not expressly agree to preserve the confidentiality of the information, the Company will take steps as are necessary to disseminate promptly the information to the general public. All inquiries from outsiders regarding material nonpublic information about the Company must be forwarded to the Compliance Officer.

5. Any person who owes an Insider an express duty of trust or confidence or with whom the Insider has a history of sharing confidences, such as a spouse, parents, children and siblings, who trades on the basis of material nonpublic information the Insider may have told them, is liable for violating the insider trading rules under what is referred to as the “misappropriation” theory. As a result, Insiders should refrain from “tipping” these people to ensure that they do not trade until the information is public or no longer material.

6. No Insider may give trading advice of any kind about the Company to anyone, whether or not such Insider is aware of material nonpublic information about the Company, except that Insiders should advise other Insiders not to trade if trading by such other Insiders might violate the law or the Policy.

7. No Insider may trade in any interest or position relating to the future price of Company securities or the securities of the Company’s competitors, such as a put, call or short sale.

8. No Insider may, while in possession of material nonpublic information about any other public company gained in the course of employment with the Company, (a) trade in the securities of the other public company while aware of such material nonpublic information concerning that company, (b) “tip” or disclose such material nonpublic information concerning that company to anyone, or (c) give trading advice of any kind to anyone concerning the other public company while aware of such material nonpublic information about that company.

9. Without the specific approval of the Chief Executive Officer or the Compliance Officer, no Insider shall respond to market rumors or otherwise make any public statements regarding the Company or its prospects. This includes responding to or commenting on Internet-based bulletin boards or chat rooms. If you become aware of any rumors or false statements, you should report them to the Compliance Officer.

B. Trading Windows and Blackout Periods

1. Trading Window for Insiders. Subject to Section VI.B.2. below and provided none of the restrictions on trading in Company securities set forth in Section VI.A. apply, Insiders may not trade in Company securities during the period beginning at the close of trading on the last full day of trading of the quarter (i.e., January 31, April 30, July 31 or October 31) and ending at the close of trading on the second full trading day following the Company’s widespread public release of quarterly or year-end earnings.

2. No Trading During Trading Windows While Aware of Material Nonpublic Information. Notwithstanding the provisions of Section VI.B.1. above, any Insider who is aware of material nonpublic information concerning the Company may trade in Company securities during a trading window only after the close of trading on the second full trading day following the Company’s widespread public release of the material nonpublic information.

3. No Trading During Blackout Periods. No Insiders identified by the Compliance Officer as being subject to a special blackout period may trade in Company securities during such special blackout period. The Compliance Officer may, following consultation with the Chief Executive Officer, declare such special blackout periods from time-to-time as conditions warrant. No Insider, whether or not subject to a special black out period, may disclose to any outside third party that a special blackout period has been designated.

4. Exceptions for Hardship Cases. The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading windows (but not during special blackout periods) due to financial hardship or other hardships, but only in accordance with the procedures set forth in Section VI.C.1 below.

C. Procedures for Approving Trades In Hardship Cases

1. Hardship Trades. The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading windows due to financial hardship or other hardships only after:

(a) the person trading has notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s), and

(b) the person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that he or she is not aware of material nonpublic information concerning the Company.

D. Employee Benefit Plans.

1. Stock Option Plans. The trading prohibitions and restrictions of the Policy apply to sales of securities by directors, officers and designated key employees acquired through the exercise of stock options granted by the Company, but not to the acquisition of securities through such exercises.

E. Application of Other Policies

1. Clawback Policy. In accordance to the Policy Regarding Repayment or Forfeiture of Certain Compensation, adopted on April 13, 2016, in the event the Board of Directors has to recoup compensation from an individual, the Board may affect the sale of securities during periods of trading restrictions.

2. No Pledging Policy and Anti-Hedging Policy. In accordance to the Policy Regarding the Pledge or Lien of Company Securities and the Policy Regarding Short Term or Speculative Transactions in the Company’s Securities, both adopted on April 13. 2016, certain individuals are prohibited from engaging in certain transactions irrespective of trading windows or blackout periods.

3. Stock Ownership Policy. In accordance to the Policy Regarding Stock Ownership (“Stock Ownership Policy”), adopted on April 13, 2016, certain individuals are required to achieve and maintain a certain level of stock ownership, and is required to retain his or her required number of shares for as long as that individual is subject to the Stock Ownership Policy.

Any Insider who is uncertain whether the application of the policies in this section (E) are applicable to him or her should contact the Compliance Officer.

F. Priority of Statutory or Regulatory Trading Restrictions

The trading prohibitions and restrictions set forth in the Policy will be superseded by any greater prohibitions or restrictions under federal or state securities laws and regulations, such as short-swing trading prohibitions by Section 16 Individuals or restrictions on the sale of securities subject to Rule 144 under the Securities Act. Any Insider who is uncertain whether other prohibitions or restrictions apply should contact the Compliance Officer.

G. Exception for Transfers Pursuant to Rule 10b5-1 Plans

(a) Rule 10b5-1 Plan. Under Rule 10b5-1 of the Exchange Act, persons violate the insider trading rules if they trade in a company’s securities at a time when they are aware of material nonpublic information about the company regardless of whether they used the information in making the trade. However, a person will not violate the rules if, prior to becoming aware of the information, the person entered into a binding contract for the sale or purchase of the securities, provided instructions to another person to execute the trade, or adopted a written plan for trading securities. Such contracts, irrevocable instructions and plans are commonly referred to as Rule 10b5-1 plans. Any person desiring to enter into a Rule 10b5-1 plan must enter into the plan at a time when he or she is not aware of any material nonpublic information about the company whose securities are to be traded. Once entered into, in order to be fully protected such person cannot deviate from the plan in any respect at a time he or she is aware of any material nonpublic information about that company.

(b) Procedures. No trades shall be treated as having been made pursuant to a Rule 10b5-1 Plan under the Policy unless:

1. The Rule 10b5-1 Plan complies with the requirements of Rule 10b5-1;

2. The Compliance Officer has approved the Rule 10b5-1 Plan, and has certified such approval in writing in advance of the first trade thereunder; and

3. The person establishing the Rule 10b5-1 Plan has certified to the Compliance Officer in writing that:

(i) Such person is not in possession of material nonpublic information concerning the Company and all such trades to be made pursuant to Rule 10b5-1 Plan will be made in accordance with the Exchange Act and the Securities Act; and

(ii) The Rule 10b5-1 Plan complies with the requirements of Rule 10b5-1.

No approval by the Compliance Officer shall be considered the Compliance Officer's or the Company's approval that the Rule 10b5-1 Plan satisfies the requirements of Rule 10b5-1. It shall be the sole responsibility of the person establishing the Rule 10b5-1 Plan to ensure that such plan complies with the requirements of Rule 10b5-1.

The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer to approve any Rule 10b5-1 Plan. The Compliance Officer may reject any trading requests or Rule 10b5-1 Plans at his or her sole reasonable discretion.

H. Confidentiality Guidelines

To provide more effective protection against the disclosure of material non-public information, the Company has adopted the Confidentiality Guidelines attached hereto as Exhibit A. Each Insider must read and be familiar with these guidelines. These guidelines are not intended to be exhaustive and therefore, additional measures to secure the confidentiality of information should be undertaken as deemed appropriate under the circumstances. Any Insider who is unsure as to his or her responsibilities under these guidelines must consult the Compliance Officer for guidance before acting.


A. Civil and Criminal Penalties

The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the Insider or tippee, pay civil penalties up to three times the profit made or loss avoided, pay a criminal penalty of up to $1 million, and serve a jail term of up to ten years. The Company in such circumstances may also be required to pay major civil or criminal penalties.

B. Company Discipline

Violation of the Policy or federal or state insider trading or tipping laws by any Insider may, in the case of a director, subject the director to dismissal proceedings and, in the case of an officer or employee, subject the officer or employee to disciplinary action by the Company up to and including termination for cause.

C. Reporting of Violations

Any Insider who violates the Policy or any federal or state law governing insider trading or tipping, or knows of any such violation by any other Insider, must report the violation immediately to the Compliance Officer. Upon determining that any such violation has occurred, the Compliance Officer, in consultation with the Company’s Chief Executive Officer and, where appropriate, the Chair of the Audit Committee of the Board, will determine whether the Company should release any material nonpublic information, and, when required by applicable law, shall cause the Company to report the violation to the SEC or other appropriate governmental authority.


Please direct all inquiries regarding any of the provisions or procedures of the Policy to the Compliance Officer.

Receipt and Acknowledgment

Upon first receiving a copy of the Argan, Inc. Insider Trading Policy or any revised version (the “Policy”), each Section 16 Individual and each Key Employee (as such terms are defined in the Policy), must sign and return to the Compliance Officer (as designated in the Policy) the following receipt and acknowledgement.

I, _______________________________________, hereby acknowledge that I have received and read a copy of the Policy and agree to comply with its terms. I understand that violation of insider trading or tipping laws or regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the Policy may subject me to discipline by Argan, Inc. up to and including termination for cause.

______________________________ ________________________
Signature Date

(Print Name)


Confidentiality Guidelines

a. Declining any comment with respect to outside inquiries (from analysts, stock brokers, the press etc.) and referring them immediately to the Director of Corporate Services, to be addressed.

b. Using code names for sensitive projects.

c. Using passwords to restrict access to sensitive information on the computer system.

d. Limiting access to particular physical areas where material non-public information is likely to be documented or discussed.

e. Locking up or shredding confidential documents.

f. Not discussing confidential matters in public places such as hallways, restrooms or eating facilities where conversations might be heard.

g. Marking sensitive documents “Confidential” and using sealed envelopes marked “Confidential”.

h. Restricting the copying of sensitive documents.

i. Maintaining a sign-out system for sensitive documents.

j. Obtaining written confidentiality agreements from outsiders allowed access to confidential information (see Manager of Contracts and Assistant Secretary to arrange for confidentiality agreements).

k. Maintaining and periodically reviewing the list of persons who have access to confidential information and limiting access of especially sensitive materials to senior personnel and others on a need to know basis.

l. Never leave confidential documents unattended.

m. Specifically informing employees who are exposed to confidential information of the sensitive nature of such information and the need to maintain confidentiality.

n. In telecopying sensitive matters, verifying that you have the correct telecopy number and that someone with authorized access to the information will be available to receive it at the incoming telecopy machine.


Section 16 Individuals

Rainer Bosselmann
John Jeffrey
Cynthia Flanders
Peter Getsinger
William Griffin
William Leimkuhler
W.G. Champion Mitchell
James Quinn
Brian Sherras

Executive Officers:
David Watson
Hank Deily
Daniel Martin

Additional Insiders

Gemma Power Systems LLC & Affiliates:
Ellen Krauth
William Carter
Chris Kollmer
John Gorzkowski
Adam Malinowski
Ronald Polaske

SMC Infrastructure Solutions:
Dennis Madden
Kim Wilson

Atlantic Projects Company Ltd.:
Philip Healy
Patrick Garry
David Nolan
William Nolan
Matthew Runyon
Michael Staunton
William Whitford

The Roberts Company:
John Roberts
Sean Terrell
Jon Yuhas
Cindy Dunn
Argan, Inc.
Arthur Trudel
Young Kim

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Argan Corporate Headquarters:
Argan, Inc.
One Church Street
Suite 201
Rockville, MD, 20850
(301) 315-0027 or
Anonymous Hot line phone number:

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