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Anti-corruption Code of Conduct

As stated in our Principles of Action, we are committed to ensuring that we conduct business in accordance with the highest professional and ethical standardsand in full compliance with all applicable legal requirements.

Due to the Group's expansion into new territories as well as the strengthening of legal obligations in many countries, this Anti-corruption Code of Conduct has been implemented to enable employees to become familiar with basic anti-corruption principles and to remind them of the behaviours for complying with these principles. This Code applies not only to all our executives and employees but also to all intermediaries acting on our behalf.

Failure to comply with this Code may result in serious legal and financial consequences as well as having a long-term negative effect on the Group's image. It is thus essential to comply with these recommendations.

What constitutes corruption?

Anti-corruption laws are designed to prohibit payments for improper purposes.

This concerns payments in cash as well as anything that may be of value for the receiving party (excessive gifts, undue advantages, etc.). The simple act of offering or promising something of value may be deemed inappropriate.

An undue advantage means anything that improperly favours the company's business activity (improperly obtaining a contract, payments to a tax or customs official to avoid complying with laws or to avoid penalties, etc.).

Parties concerned by corruption

The persons or bodies concerned by these illegal payments are typically government officials but may also be private individuals such as clients, suppliers or partners.

These illegal payments may also be made indirectly by third parties, in particular sales representatives acting as intermediaries. In many countries, a company may be held liable for payments made by its intermediaries for corrupt ends, even if it was not aware of these payments.

Finally, it should be recalled that it is also illegal for Air Liquide employees to receive undue payments or advantages of any kind.

Preventive measures and precautions

Specific measures must be applied when selecting and working with intermediaries.

Any warning sign or situation suggesting that an act of corruption is possible (the business environment has a poor reputation, lack of transparency, conflicts of interest, a disproportionate level of remuneration is requested, recommendation is made by a foreign public official or a client, etc.) must result in a detailed analysis. No contract shall be concluded with a third party until and unless all warning signs have been cleared up. These Red Flags must be notified to the manager of the subsidiary or department as well as to the Group Legal, Ethics or Human Resources departments.

Payments must not be made to intermediaries unless these payments are legal, they comply with the terms of a contract and are made following delivery of a proper invoice. No payment must be made without appropriate documentation, in particular evidence of the work performed. Receipts must be provided for reimbursable expenses. Payments must never be made in cash.

The specific cases of partnerships, mergers and acquisitions

Air Liquide may also be held liable for the actions of its partners within partnerships and may be liable in the context of mergers and acquisitions under successor liability , including for acts of corruption prior to the acquisition.

In addition, Air Liquide may be deemed liable if it accepts improper deal structuresdesigned to hide or disguise acts of corruption. It is therefore essential to conduct athorough investigation into the reputation and business practices of all target companies in the context of an intended merger or acquisition and all potential partners, to incorporate appropriate warranties in acquisition or partnership contractual documents and to avoid deal structures founded on inappropriate schemes.

Payments requiring particular attention

Small gifts or advantages (meals, promotional products, reimbursement of travel expenses, etc.) may be tolerated.

In all cases, a detailed, written record of the type of gift and the reason for the gift must be kept. Care must be taken to ensure that it cannot be considered that these gifts were given for the purpose of improperly influencing a decision.

Similarly, in certain countries or regions of the world where it may be necessary, "personal safety payments" may exceptionally be made in order to avoid the imminent physical harm or unfounded detention of a person.

With regard to contributions to political parties, Air Liquide has always maintained a neutral position concerning parties or candidates and refuses to pay such contributions except in very specific situations when duly approved and permitted by local law.

In the case of charitable donations, it is important to ensure the quality, reputation, or purpose of the charity. Moreover, donations should only be made in situations where they cannot be interpreted as an attempt to obtain an undue advantage. They must never be made to individuals nor paid in cash.

Application of the Code

Any employee who needs help with any of the topics presented in this Anti-corruption Code of Conduct may first contact his manager, who will provide assistance.

In addition the employee may also request assistance of Human Resources or Legal departments, or of the Group Ethics Officer.

Any employee who reports a potential violation of the Anti-Corruption Code of Conduct in good faith to his or her supervisor, or to the Legal or Human Resources departments or Ethics Officer will not be penalised for making such report.