Shbqw sonatrach SONATRACH’s CODE OF CONDUCT * The Message from the Chief Executive Officer * Sonatrach Values * Sonatrach Practices and Commitments * The Staff Charter Of EthicsThe Message from the Chief Executive Officer Sonatrach is an oil company which has developed on the basis of its commit- ment to serving the national interest, building on its core values, competence and human resources’ involvement The successes, performances, or even feats it occasionally achieved, are part of a coherence which is indisputably underpinned by a most favoured business management behavior, one demonstrating a deep commitment to the respect of ethics, honesty and fairess. Nothing should alter this credo and the practices it implies. This is the immense pride that has been shared and cultivated by generations of oilmen in our country. After the Founders and the Builders, the current generation is ready to take over and has the duty to keep it alive Our Company must prove worthy of the trust that has been placed by the Nation in its capabilities. lt must also earn the confidence and respect of its customers and partners, and prove intransigent in protecting its interests. Our Company builds relationships on the basis of soundness and transparency in accordance with the highest international norms and standards and with the fundamental rules of ethics. Since inception, our Company has been basing its approach on strong values and intangible principles. It was thus able to assume responsibilities in all circumstances. It has alwoys risen to challenges and overcome those imposed by its growth and development. The efficient management of production during the difficult times of the nationalization of hydrocarbons, the development and exploitation of a world scale gas chain, optimizing the opening of the national mining domain to partnership, and expanding internationally are among the most striking evidence. Sonatrach’s commitment to ethics is the fruit of this long history. We have the ‘ardent duty to keep it stronger than ever. Itis a lifelong commitment, a constituent part of our Company's culture; it is the central axis of the code of conduct of Sonatrach This code proves the unconditional commitment of SONATRACH’s and its subsidiaries’ women and men to conform to the prescriptions and recommen- dations contained therein, wherever we are and in all circumstances.It recalls and specifies to alll of us the expectations of SONATRACH regarding ethics and behavior. This code is, in this respect, a starting point. It may not indeed quote or describe in detail each guideline, procedure, regulction and commitment of SONATRACH. Nevertheless, everyone will be keen to make sure to have a perfect knowledge of its contents as it applies to all: employees, supervisors, executives, senior executives and top executives of SONATRACH, its subsidiaries ond shareholdings. Associates, customers, suppliers, consultants, subcontractors and service providers of all SONATRACH's entities should also be aware of this code provisions. In addition to observing the Algerian laws and regulations and those of all countries where SONATRACH operates, compliance with this code of conduct is more than a necessity, it is binding upon all of us, Those who among us take on responsibilities shall + Be beyond reproach, through their integrity and behavior and be an example for their direct reports regarding the compliance with this code; + Make sure that their direct reports have aceess to this code, understand it and encourage them to enrich it: + Support employees who notice and report breaches of its provisions; + Watch to the greatest respect for ethics within their respective structures and within SONATRACH; + Make sure that third parties truly comply with the present code provisions in their relationship with SONATRACH. Our future depends on the reputation we build through our results and behavior, everyday, all together, in every workplace, whether on production sites, industrial complexes or in offices ‘Armed with ethics, we thus need to protect and preserve all together the good health and well-earned reputation SONATRACH developed. The sacrifices made over time to build Sonatrach will not have been in vain Algiers : November, 3rd 2010 Le Président Directeur G. Nordine CHEROUATIOur Values For its development and the achievement of its missions, Sonatrach relies on the two complementary axes of its values: core values and corporate values + Our core values : - Commitment to the country’s interest - Entrepreneurship ~ Ethics - Professionalism - Confidence and team spirit - Exemplary governance - Quest for Excellence - Equity + Our corporate values : - Training and improving employees’ expertise - Technology watch and control - Improvement and quality of social environment - Customer satisfaction and marketing spirit - Respect for pariners ~ Transfer of know-how fo other Algerian companies - Respect for environment and a sustainable development approach All the actions of Sonatrach reflect its values. The behavior and conduct of its leaders, executives and the whole staff, should fake inspiration from the values set in all circumstances and on the basis of the following guidelines for their compliance.GOOD GOVERNANCE Sonatrach carries out its business and develops its relations in full transparency while making available and public credible information on its results and achievements Sonatrach implements good corporate governance in compliance with national and intemational laws and regulations both in Algeria and in the countries where it operates. Sonatrach respects the principles of fair competition and prohibits behaviors that could be described as anti-competitive practices. Sonatrach is the guarantor of the implementation and respect for ethics principles in the conduct of all is business operations. INTEGRITY Sonatrach builds its relations with its employees, suppliers, customers and pariners on ethical principles closely linked to honesty and integrity. Sonatrach rewards and recognizes the loyalty of its employees. It is a moral commitment requiring faithfulness and respect, EXCELLENCE Sonatrach enhances the professionalism of its staff and encourages individual expertise, innovative spirit, creativity and initiative, It devotes a special effort fo the training of its employees and improving its managerial mode, organization and functioning of its structures. Sonatrach spurs the quest for excellence in all its activities and continues to act as a driving force to national development RECOGNITION OF SKILLS AND PERFORMANCE Sonatrach establishes a sound, serene and stimulating working environ- ment that is conducive to professional growth and to the development of a corporate culture based on the recognition of skills and performance.RESPECT FOR PERSONS AND TO COMMITMENTS Sonatrach respects its employees, treats them with dignity, trusts them, shows them gratitude, preserves their health, ensures their safety and protects them in their work. It encourages each of its employees to establish loyal, respectful and honest relationships with colleagues, customers, suppliers and pariners Sonatrach honours its commitments towards its customers, suppliers, partners and institutions. EQUITY AND EQUAL OPPORTUNITIES Sonatrach provides women and men the same opportunities for equal ability regarding employment, professional development and access to positions of responsibility at all levels. It pays particular attention to female staff by securing their rights and dignity and recognizing their merit, Sonatrach enshrines the principle of non-discrimination towards all its employees and job applicants CITIZENSHIP Sonatrach promotes national solidarity, social and charity actions in compliance with its citizenship beliefs Ittakes all measures necessary to preserve health and secure safety of people in the vicinity of its sites and the integrity of common heritage. Sonatrach strives for the preservation of environment and ecosystems and contributes to the protection of the natural and cultural heritage. Itis conscious of its environmental responsibility and assumes it fullySonatrach Practices and Commitments Sonatrach development and reputation are based on deontological principles to be applied without compromise to all persons directly or indirectly involved in ils business TO EMPLOYEES + Fair treatment and equal opportunities All employees are treated equally, with respect and consideration. Every employee is recognized as an important part of the Company, in the environ- ment of which he will develop his skills, Sonatrach respect the rights and dignity of all Sonatrach guarantees equality of employment to all Algerian citizens, Recruit- ment is made through a transparent selection process, where merit, qualifica- tions and other work-related matters are the one and only decision criteria. These very criteria are assessed for promotion within Sonatrach + Safe working environment Sonatrach ensures a sound and safe working environment, where mutual confidence and respect prevail, whether in operational units and living quarters orin offices. Workers should never behave in an unacceptable, offending or aggressive way toward other people. All forms of harassment, whether moral or physical, including sexual harass- ment against the staff of Sonatrach and third parties, are condemned by the company. Such acts have no place within Sonatrach; they are illegal and severely punished. Sonatrach working environment is secure. The introduction and distribution of any documents or electronic medium adversely affecting the interesis of the Company or morality are strictly prohibited Similarly, the introduction, distribution or consumption of drugs and alcohol therein are strictly prohibited, With the exception of trade union activities, organized in a formal framework, any other activity (billposting, document distribution, meetings etc...) is strictly prohibited in the workplace.* Privacy Sonatrach is committed to respecting the intimacy and privacy of its employees and the confidentiality of their personal data and not to disclosing them except where it is a legal requirement, The Company's policy is to only ask for and keep information about its employees that is necessary to the proper conduct of its activities, as well as information required by law. Data, information or emails created or stored on Sonatrach computers, are its exclusive property. Email messages can be stored, used for multiple purposes and subject fo supervision or control, at any time and without prior notice, by the Company. Company's hardware is intended strictly for professional use. However, private use of email is tolerated to the extent that it is exceptional and within reasonable limits and should be in compliance with Sonatrach Computer Charter. TO SONATRACH ASSETS + Preservation of Sonatrach property All Sonatrach properly, buildings, equipment, physical and intellectual work tools, work time and asset holdings, whatever their nature, must be preserved from damage, waste and destruction. Each employee is responsible for the appropriate use and protection of the Company's property and resources made available to him or is in charge of. Employees must protect and never disclose confidential information or data on the Company, even after the end of employment relationship and in accor dance with the relevant regulations in force. However, when necessary, especially as part of the relationship with interested parties (Authorities, banks, insurance companies, partners, customers, suppliers etc...) the managerial structure written consent shall be mandatory before the transmission of such information or data Customers, suppliers and service providers are also required to respect the confidentiality rules, according to the confidentiality agreements binding them to Sonatrach+ Information, accounting and reporting compliance The reporting of accurate and reliable financial and non-financial information is necessary to the proper functioning of the Company. I! is an obligation for every employee. The falsification or creation of false information constitutes fraud and is severely punished by Sonatrach internal regulations and Low. Accounting, financial and regulatory controls may be made unexpectedly: managers and officials concerned should make auditors welcome and coope- rate fully with internal and extemal controllers. + Confidentiality, copyright and intellectual property Sonatrach protects copyright, intellectual property, including trade secrecy, patents, and licenses in one’s own right or acquired in property or limited license rights and brand names, just as it protects its own intangible property Information to which employees have access, as part of their work, is the exclu- sive properly of the Company which expects its employees and former employees to respect total confidentiality. Similarly, the Company's operations and activities are confidential Such information, operations and activities should never be disclosed. + Use of the information system The information system including, among others, the common operating environment, is a critical tool for Sonatrach. Its use, governed by safety rules and specific guidelines, is exclusively intended fo serve the missions of the Company. The use of the Company's computing resources is strictly professional. However, for private use, it is tolerated as an exception, to the strict extent that it is in compliance with applicable laws and regulations including the Computer Charter of Sonatrach and dictated by urgent particular circumstancesTO BUSINESS PARTNERS * Corruption Corruption is a serious offence, punishable by law. It leads to prosecution and termination of the employment relationship. The performance of tasks and objectives can not and should in no case be pursued by illegal or immoral means, on the part of employees, partners, service providers or customers of Sonatrach The Company strictly prohibits its employees from receiving any payment or anything of value from any person or entity whatever its capacity, in return for granting such person or entity a material benefit or other. Similarly, Sonatrach strictly forbids its employees giving or promising any payment or transfer of anything of value to any person or entity whatever its capacity, in order to obtain a material benefit or other. Any attempted bribery of a Sonatrach’s employee by any third party shalll be immediately reported to Sonatrach Ethics Committee, In proven cases of bribery of a Sonatrach’s employee by any third parly, the employee may be dismissed under the Rules of the Company, and the involved third patty shall no longer undertake any commercial relationship with Sonatrach, without prejudice to prosecution proceedings which might be initiated by the Company and in compliance with the laws and regulations in force. + Relationships with suppliers, service providers, partners and customers Sonatrach carries out operations in such a way that suppliers, service providers, partners and customers can place their trust in it. These latter shall, in turn, respect its ethical standards. The Algerian Law governs very clearly business relationships Sonatrach rigorously adheres to all of the Law requirements. It also meets and complies strictly with foreign laws governing its activities in host countries. Rules and procedures also govern Sonatrach contractual relationships and commercial contracting. They must be strictly adhered to.+ Gifts and Benefits Giving or receiving gifts is usually intended to create a good working relationship between parties. However, some gifts and benefits of value can generate non-professional beha- viors and distort the partnership relation, indeed influencing decision-making and tarnishing Sonatrach’s image and brand, Employees should not offer or accept any gifts unless they are symbolic gifts of modest value or business courtesies within the limits of ethics (businesselated meals etc...) However, during a tender process or commercial negotiations, any proposed gift of value or invitation beyond ethical standards should be declined. When circumstances do not permit, the benefit received should immediately be reported to the managerial or procurement structure, which will inform the relevant tender board Any provision of paid hospitality by partners, customers and suppliers of Sonatrach, in Algeria or abroad, whatsoever, is strictly prohibited unless part of contractual commitments and permitted by the managerial structure. + Conflicts of interests Employees should avoid all actions and relationships that might create a conflict of interests, such as to compromise the independence and impariiality necessary to the exercise of their duties and thereby alter their judgment. Itis strictly forbidden for employees to take a decision or participate in decision making that could create a conflict between their personal interests (or those of their families and relatives) and Sonatrach’s inlerests, especially in their relationships with Company's customers, partners or suppliers. They are required to report in writing to their managerial structure, any potential actual or perceived conflict of interest that might arise in the course of their business.TO ENVIRONMENT + Health, Safety and Environment Staff health maintenance, safety of persons and property and safeguarding the environment are primary concerns for Sonatrach, As part of its fundamental objectives of resources valorisation and optimization, Sonatrach HSE policy (Health, Safety & Environment) draws its inspiration from the principles of sustainable development. No activity is more important than the safety and health of employees and third parties contributing fo the conduct and execution of operations, Nothing can justify carrying out operations unless all safety requirements are met Also, Sonatrach evaluates regularly the dangers and risks associated to its activities to prevent, avoid and reduce the impact of any incident that may occur The Company recognizes that the safety of operations does not depend on technical capacities alone, but also on human skills, on the strict respect of procedures and the vitality of its HSE culture. I also ensures the provision of all necessary means fo guarantee the health and safely of ils employees. Sonatrach’s employees are required to comply with HSE standards and encou- raged to report any faults or safety breaches they notice. + Community Engagement Sonatrach contributes, directly and indirectly, fo local development in its site activities areas, As a corporate citizen, Sonatrach works, throughout Algeria, to strengthen social ties, promote research and scientific activities, help artistic creation and encourage sports. Through sponsorship actions, Sonatrach contributes to nature conservation ‘and fo the safeguarding of cultural and historical heritage.+ Listening and opening Sonatrach is a company with a transparent approach and well established reputation. Its external relations are clearly governed. It is open to all requests for general information on its activities and strives to respond with due care and promptness in accordance with its communication policy, Any employee called to make a public disclosure, should coordinate his action with the Company's general management. ETHICS COMMITTEE Sonatrach Ethics Committee works to promote ethical practices within the Company and comply with the provisions of this Code. The Ethics Committee is a permanent structure of Sonatrach, reporting directly to the CEO. The Ethics Committee has the responsibility to follow up on ethical issues within the Company and, in particular, to ensure that the Code of Conduct of Sonatrach is widely disseminated, and propose any amendments thereto. The Committee also proposes any ethical recommendation to the CEO of Sonatrach either on issues on which it would have made an independent investigation, or following a situation that would have been submitted by an employee or any other entity of Sonatrach The Ethics Committee is vested with full authority to exercise its powers vis-G-vis all Sonatrach entities. The Ethics Committee can thus hear any Company's employee, Auditors, and third party.STAFF CHARTER OF ETHICS (To be signed by all of Sonatrach staff and its subsidiaries) “Bribery is the offering (or receiving) of an undue reward in order to influence decision making to obtain (or grant) an advantage” STAFF CHARTER OF ETHICS This Ethics Charter shall apply to all employees including those acting on behalf of Sonatrach itis based on a morality concept upon which rely the rules of conduct, The guiding principle is that our transactions and relationships shall always be ‘of such a quality and rigor as not prejudicing Sonatrach national and interna- tional reputation or interests Any ethical issue of a concern to a Sonatrach employee should be brought to the attention of the Ethics Committee. Similarly, any attempted bribe of a Sonatrach employee whatever, from any person or entity whatsoever and, in general, any breach of ethics noticed by a Sonatrach employee should be reported in writing and non-anonymously by the said employee, to the Committee of Ethics in the shortest possible time. The Ethics Committee will acknowledge receipt of the sending and guarantee the reporting individual full confidentiality and protection against any form of reprisal and will diligently handle the matter. However, if investigation proves defamation, the author thereof will be punished. Laws and Regulations One should always comply with the appropriate laws and regulations, both in Algeria and abroad, as well as the various policies, rules, regulations and procedures enacted by Sonatrach.Relationships with service providers, contractors and suppliers These relationships shall be maintained within law while always considering principles of morality. No payment in kind or in cash or any other form whatsoe- ver shall be given or received, directly or indirectly, for the benefit of any person, government service or other whatever, in return for the effective or presumed receiving or granting of any advantage whatever. No gift should be offered or accepted if its value is more than symbolic or likely to be considered of value. Similarly, entertainment offers, restaurant and other invitations should not be made or accepted if likely to be perceived as extrava- gant or frequent. All expenses in gifts are to be authorized and recorded. Offers fo pay for expenses, in Algeria or abroad, should be systematically refused and only accepted if under contractual commitments and duly authorized by the managerial structure, Sponsoring, sponsorship and patronage Sonatrach may carry out sponsoring, sponsorship or patronage activities to the extent that these are authorized by the competent structure. Commissions, fees and similar payments Commissions, consulting fees, deposits or similar payments shall be consistent with provided services. No payment, loan, commission or other favour that do not correspond to a service, or likely to be considered as an improper induce- ment, shall be made or accepted.Control and accounting Sonatrach shall maintain an adequate system of internal control and take the necessary measures fo ensure compliance with this Charter. Compliance with existing accounting systems and rules is required so that the accounts precisely reflect, properly describe and promptly record, at any time, the transactions made. No money funds or other hidden or unrecorded assets shall be established or maintained. Sonatrach Resources and personal interest Sonatrach resources include valuable assets such as materials, equipment, inventory, information systems, trade secrets and confidential information. These will not be used for any purpose other than Sonatrach’s interest. They should not be used for illicit personal purposes or for personal enrichment. This Charter and Code of Conduct should be brought to the attention of all our staff and systematically to every new employee. The staff of Sonatrach and its subsidiaries shall agree to abide by them. The document herein shall be reviewed regularly. Thank you for your cooperation Nordine CHEROUATI