Code of EthicalBusiness
Conduct[Rev. 2019]

The CAIRE Code of Ethical Business Conduct} CEO Message
To all CAIRE employees,
It is our number one priority to build and support a CAIRE culturethat is ethical and respectful of each other, our customers, and thepatients we serve.
The CAIRE values are safety, integrity, customer driven,
employer of choice and actively seek profitable growth.
Living the CAIRE values helps us build a reputation as a company
with which others want to do business and for whom people want
to work.
This Code of Ethical Business Conduct supports CAIRE’s values –especially our value of integrity. It is meant to assist you withchallenging issues that arise for all of us in our daily work.
The Code’s standards apply to most situations you will encounter.
Where the Code does not apply directly, we count on you to makeethical decisions. Whenever you are uncertain about how to apply
this Code’s standards, we ask that you contact your supervisor or
another manager for guidance.
It is your duty to understand these standards. It is also yourresponsibility to report any situation where another employee has
not followed the standards.
I expect all employees to put into practice the Code’s standards. I
can assure you that senior management and I will do the same.

Earl Lawson
Chief Executive Officer

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The CAIRE Code of Ethical Business Conduct} CAIRE Mission & Vision} Our mission is to help ourcustomers live healthier andmore productive lives throughbreakthrough oxygen products
and services.
} We share the NGK Spark
Plug Co. mission of operatingwith integrity, building
products of the highest quality
and contributing to society
through our oxygen business.

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The CAIRE Code of Ethical Business Conduct} CAIRE Values} Safety
If it can’t be done safely, don’t do it.
A job is well done only if it is done safely. Most accidents and injuries arepreventable – no business objective is so important that it will be pursued at
the sacrifice of safety.

} Integrity
Be honest, trustworthy and fair in all business dealings.
We obey all applicable laws and regulations governing our businessworldwide, and only do business with those who share our commitment tointegrity.

} Customer driven
They are why we are here – we are dedicated to meeting the expectations andrequirements of our customers.
We support our customers best when we understand their needs and drive
innovation in every aspect of our business.

} Employer of choice
Challenging, rewarding, individual growth opportunities.
Our employees are our most valuable resource – our success depends on you.
It is CAIRE’s goal to provide each employee with a challenging andrewarding experience which allows for personal and professional growth.

} Actively seek profitable growthPursue all appropriate value increase strategies; don’t apologize for value prices.
We design and deliver quality products at a value which is often
immeasurable, but highly significant to our customers’ business.

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The CAIRE Code of Ethical Business Conduct} Contents}

CEO Message....................................................................................................... 1}

CAIRE Mission & Vision...................................................................................... 2}

CAIRE Values ....................................................................................................... 3}Contents ............................................................................................................... 4}

Getting Started..................................................................................................... 6
Our Values and the Code ...................................................................................... 6
Who should follow the Code? ................................................................................ 6
Understanding Our Responsibilities ...................................................................... 6
Compliance Certification ....................................................................................... 7}

Integrity toward Our Co-Workers ....................................................................... 8
Workplace Safety .................................................................................................. 8
Respect and Fair Treatment .................................................................................. 8
Personal Information ............................................................................................. 9
Data Breach and Incident Response ..................................................................... 9}

Integrity toward Our Business Partners.......................................................... 10
Fair Competition .................................................................................................. 10
Anti-Corruption .................................................................................................... 11
Foreign Corrupt Practices Act (FCPA)...................................................... 11
Bribery ...................................................................................................... 11
Gifts and Entertainment ....................................................................................... 12
Working with Health Care and Durable Medical Equipment
Providers................................................................................................... 12
Working with Governments and State-Owned Entities (SOEs) ........................... 12Interacting with Public Officials or SOE Employees ................................. 13
Business Across Borders .................................................................................... 13
Import Controls ......................................................................................... 13
Export Controls ......................................................................................... 13
Medical Device Registrations ................................................................... 13
Sanctions .................................................................................................. 13
Money Laundering .................................................................................... 14
Embargoes and Boycotts ......................................................................... 14

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The CAIRE Code of Ethical Business Conduct

Protecting Others’ Business Information ............................................................. 14
Environmental Protection .................................................................................... 14}

Integrity toward our Parent Company and its Investors................................ 15
Integrity of Financial Systems and Filings.............................................................. 15
Accurate Books and Records ................................................................... 15
Filings 16
Financial Systems..................................................................................... 16
Internal Controls ....................................................................................... 16
Communications with Outside Parties ................................................................. 17
Insider Trading .................................................................................................... 17
Conflicts of Interest .............................................................................................. 17
Making Decisions Based on CAIRE’s Best Interests ................................ 17
Outside Activities and Financial Interests ................................................. 18
Responsible Use of Company Assets ................................................................. 18
Physical Assets......................................................................................... 18
Computer and Electronic Resources ........................................................ 18
Confidential Company Information ........................................................... 19Intellectual Property .................................................................................. 19
Community and Political Involvement ................................................................. 19}

Resources to Get Advice and Report Concerns or Misconduct ................... 20
Resources ........................................................................................................... 20
Reporting and Cooperation Obligations .............................................................. 20
Confidential Reporting ......................................................................................... 21
Anonymous Reporting ......................................................................................... 21
Non-Retaliation .................................................................................................... 21
Outcomes ............................................................................................................ 21

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The CAIRE Code of Ethical Business Conduct} Getting Started
Our Values and the Code
The CAIRE Code of Ethical Business Conduct (the “Code”), is about inspiration and expectations.
It is about being so inspired in what we do that we convey this enthusiasm to our customers and all
the people we deal with, who see the tremendous value in being aligned with us. The Code also
reflects the expectations we have for one another to act with integrity throughout our workday, on
behalf of our co-workers, our business partners and our leadership.

Who should follow the Code?
••All directors, officers and employees (collectively referred to throughout this Code as“employees”) of CAIRE Inc. or its subsidiaries and controlled affiliates worldwide(collectively referred to throughout this Code as “CAIRE” or the “company”)
All employees who work with third parties, such as suppliers, sales representatives,
distributors and independent contractors must require that these parties agree to comply
with relevant aspects of the Code and provide these parties with information andeducation about requirements.

Understanding Our Responsibilities
Each of us should read and understand the Code and follow the Code’s standards in our daily work.
However, we should each view the Code as the minimum standard of conduct since we also are
expected to follow all laws, rules, regulatory orders and regulations of (i) the United States, which is
the location of CAIRE’s headquarters, (ii) Japan, which is the location of NGK Spark Plug Co.
headquarters and (iii) all the countries where we conduct business. In addition, as a medical device
manufacturer we have an obligation to follow all of the regulations of the US Food and Drug
Administration (“FDA”), the European Medical Device Regulations (“MDR”) and laws that govern
the registration of our products around the world. If compliance with the Code ever conflicts withthe law, you must comply with the law.

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The CAIRE Code of Ethical Business Conduct

The Code is also meant to supplement, and not to replace, otherapplicable CAIRE polices, some of which are referenced
throughout this Code. You should review and be familiar with
all CAIRE policies relevant to your role and activities at thecompany.
If you observe or even hear about potential misconduct, youmust contact your supervisor or other resource. In addition, we
should always seek help whenever we are not sure about what
decision best meets the Code’s standards.

| Guidance

CAIRE policies which are
related to or govern various
aspects of the Code’s
provisions may be found in
the Ethics and Compliancesection on CAIRE’s
SharePoint.

Leaders should strive to have detailed knowledge of the Code and relevant laws and regulations sothey can serve as useful sources of guidance for employees who report to them. Most important,supervisors and managers set the example of responsible actions by acting with integrity anddemonstrating the Code’s principles every day.
Your supervisor, site leaders, Human Resources or legal representatives can provide guidance
regarding the application of this Code to a specific situation (for example, a contemplatedtransaction or dealing), answer questions about the Code and its specific provisions, or direct
inquiries to appropriate resources within CAIRE. Help resources are listed in the “Resources to Get
Advice and Report Concerns or Misconduct” section of this Code.

Compliance Certification
During new employee onboarding or at the request of CAIRE’s Legal Department, each employee
must certify to its receipt and an understanding of the requirements of the Code. Additionally, alldirectors, officers and other employees in managerial or supervisory positions, as well as select other
employees, must submit a periodic compliance certification as requested by CAIRE’s Legal
Department.

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The CAIRE Code of Ethical Business Conduct} Integrity toward Our
Co-Workers
With a core value of being the employer of choice in our communities, CAIRE iscommitted to providing a productive and safe work environment. This
environment will reward us by encouraging and supporting our personal andprofessional growth. We demonstrate integrity with each other as we share a senseof responsibility, honesty, trust, respect and fairness.

Guidance }Laws, regulations and local
customs related to theoperation of a business vary
among countries. This isespecially true for employee
relations. It is importantthat we understand how
CAIRE’s standards apply to
local employment mattersand that we seek advice incase of any uncertainty.

Workplace Safety
At CAIRE, we never sacrifice safety for any reason; as one of ourvalues states: “If it can’t be done safely, don’t do it.” Each of us has
a responsibility to our customers, co-workers and ourselves to besafe in everything we do. We rely on each other to maintain a safe
environment in compliance with our Workplace Safety Policy.
CAIRE prohibits violent behavior of any kind. Also, the company
will not tolerate anyone on workplace premises in an impaired
condition due to the use of alcohol or drugs.

Respect and Fair Treatment

CAIRE relies on us to always treat our co-workers with respect.
Consistent with the principles of respect and fairness, CAIRE iscommitted to recruiting, hiring, training and promoting based on an
individual’s qualifications and company needs, embracing diversity
and creating an inclusive workplace. No employment decision
should be based on a person’s characteristics that are improper orillegal to consider. CAIRE prohibits employment discrimination
based on an individual’s personal characteristics, such as race, age, gender or sexual orientation.
CAIRE will not tolerate any form of disrespectful conduct, including harassment of co-workers.
Such behavior can include derogatory comments, unwanted sexual advances, creation of a hostilework environment or offers of job advantages in exchange for sexual favors.

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The CAIRE Code of Ethical Business Conduct

Personal Information
The company respects our privacy and works hard to ensure theprivacy of our personal data. Personal data comprises all
information that can be used to identify, directly or indirectly, anindividual, such as name, address, and phone numbers, but alsosalary information, IP addresses, identification numbers, andeven physical and electronic addresses, such as email addresses,
both private and business. The company handles personal data
in a safe and secure manner as further explained in CAIRE’s
Privacy Policy and expects all of us to do the same for personal
data concerning other employees and/or third parties. Thismeans that personal data must not be shared or made public,
unless there is a legal reason and justification to do so. CAIRE
follows detailed procedures as defined by applicable data privacy
laws that specify how the company can share certain
information or transfer the information from one country toanother. To further data protection awareness of our employees,
we will require our workforce to attend data protection trainings
from time to time. For details, consult CAIRE’s Privacy Policy
or contact CAIRE’s Director of IT with any questions.

| Guidance

The European Union andits member countries haveespecially strict legislationand procedures in this area.
Since May 2018, theGeneral Data Protection
Regulation (GDPR) is inforce which requires CAIRE
to adhere to even stricter
data protection standards.
Contact your supervisor or
Director of IT if you haveany questions with regard to
the handling of personal
data or have concerns about
its transfer or storage.

Data Breach and Incident Response
The General Data Protection Regulation (GDPR) imposes high fines and provides for damages inthe event of security breaches which lead to an accidental or unauthorized disclosure, loss and/ortransmission of personal data. Although CAIRE has implemented technical and organizational
measures to prevent data breaches, incidents may nevertheless occur. This means all employees
must adhere to certain rules to mitigate the risks imposed by security breaches.
Additionally, the GDPR requires that security breaches must be reported to the competentsupervisory authority without undue delay and no later than 72 hours after having become aware of
the breach. Therefore, any breach or suspicion thereof must be reported to CAIRE’s Director of IT
immediately.

9The CAIRE Code of Ethical Business Conduct} Integrity toward Our
Business Partners
CAIRE enjoys the trust of its customers, suppliers and agents because we act withintegrity. Our reputation for the design and manufacture of high-quality products
and systems, driven by customer needs, is supported through honest behavior
guided by the Code.
We constantly strive to do business fairly and ethically. And we seek to ensurethat our business partners share our commitment to acting with integrity and toopen and trusting relationships that leave no room for corruption or othermisconduct.
Fair Competition
We are dedicated to vigorous, fair competition. We are also committed
to our value of meeting customer expectations and requirements – andalways doing so fairly. Certain types of interactions between thecompany and our suppliers, customers and competitors are not allowed.
For instance, laws and company policy prohibit:}

Specified types of collaboration among competitors, such as
sharing price or strategic information or agreeing to divide up
groups of customers, markets or territories; and}Agreements with customers or suppliers which unfairly restrict
competition, such as inappropriately requiring customers topurchase one product in order to purchase an unrelated productor service.

We should avoid interactions with competitors that could be interpreted
as collusion or manipulation of prices. For example, we should beparticularly sensitive to potential appearances of improper collaboration
when we attend industry conferences, industry association meetings andtrade shows, and in our communications with competitors.
In the countries where we do business, fair competition laws can be very
complicated. We should seek guidance from a member of our Legal
Department if we have questions about specific competition issues.

| Examples

Potentially unfair
competition practices include:––––

Collaboration among
competitors as to priceor market terms;
Unfair use of market
position;
Working with customers
to set resale prices; andPredatory pricing incertain situations.

We will use only ethical and legal means to gather marketing andbusiness information related to our competitors. The most appropriate
sources of this information include public information [Note: Paying for this information, whether

10The CAIRE Code of Ethical Business Conduct

to a competitor’s employee or a third party, may violate CAIRE’s Corporate Anti-Bribery Policy
or CAIRE’s requirements with respect to accurate recordkeeping, depending on how any suchpayments are processed or recorded]. If you have any questions or concerns on this topic, you
should contact a member of the Legal Department.

Anti-Corruption
Bribery and other types of corruption violate CAIRE’s commitment to fair dealing, and we rejectparticipation in all such acts. Corruption generally is prohibited throughout the world. We face
heavy penalties as individuals and as a company for violations, which can include both civil andcriminal penalties for CAIRE itself and for the individuals involved. It is the responsibility of all
employees of CAIRE to be familiar with and comply with CAIRE’s Corporate Anti-Bribery
Policy.

Foreign Corrupt Practices Act (FCPA)As a U.S.-based company, CAIRE is subject to the United States Foreign Corrupt Practices Act(FCPA), a U.S. law which makes it illegal for companies to win, retain or direct business byoffering, paying or approving payments to non-U.S. government
workers, political parties or their officials, including employees of| Example
state-owned or state-controlled entities. Japanese law also imposescertain record-keeping requirements on NGK Spark Plug Co.’s
foreign subsidiaries, such as CAIRE, which are referenced in the“Integrity toward Our Parent Company and its Investors” section of
the Code.
Under CAIRE’s Corporate Anti-Bribery Policy, the FCPA’s
requirements and prohibitions apply to CAIRE and all its employees,
as well as to certain third parties retained by CAIRE or acting on
CAIRE’s behalf.

Bribery
While the FCPA generally focuses on improper payments to public
officials, CAIRE’s rejection of corruption extends to bribery
regardless of the bribe’s recipient. Bribes can come in any form,
including money, services or lavish gifts. We must be vigilant toavoid any arrangements that could lead to bribery, especially incountries where corruption is a more common phenomenon.
Requests for bribes may be explicit or disguised and can involve
distributors, agents or other third parties. It is especially importantthat we exercise due diligence in the selection and monitoring ofagents, distributors and other third parties which may act on
CAIRE’s behalf, to minimize the possibility that they might make an
improper payment which could be attributed to CAIRE.

If you are asked to make orapprove a payment to a sales
agent, distributor, or otherthird party that represents
CAIRE before a government
agency or a State-Owned
Enterprise (SOE), contact amember of the Legal
Department or the CAIRE
Ethics Hotline if you haveany concern that some of thefunds may be used to pay anofficial.

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The CAIRE Code of Ethical Business Conduct

Example }Gifts and Entertainment
CAIRE buys and sells on the basis of such factors as quality, reliability
and price. We act with integrity and transparency in our business
transactions. All gifts and entertainment, whether we give or receive
them – including meals or outings with customers or other business
partners – should be modest and of reasonable value and not be
intended to influence either a sale or purchase.

In parts of Asia, it istraditional to regularly
exchange gifts in business
relationships. We should
strive to respect local
customs while ensuring
compliance with CAIRE’s
policies as our paramountobligation.

Gifts and entertainment expenses should comply with therequirements of all applicable CAIRE policies, such as the CAIRE
Travel and Entertainment (T&E) Policy, the Global Business Travel
Policy, and all country or region-specific policies or guidelines. Gifts
to Health Care Providers are strictly prohibited. The Legal
Department is responsible for pre-approving gifts which exceed $250,
except for reasonable and customary business entertainment orbusiness meals. If we receive gifts which exceed $250 that we cannot
politely decline or return, we should contact a member of the Legal
Department for guidance. In addition to violating the Code, certain
gifts or entertainment expenses may also violate the FCPA and the
Corporate Anti-Bribery Policy.

In addition to local company policies and guidelines, each country where CAIRE operates may have
local customs related to the exchange of gifts and entertainment. Employees with questions about
the appropriateness of these local customs should contact their business unit, manager or a memberof the Legal Department for guidance.

Working with Health Care and Durable Medical Equipment Providers
We have a heightened obligation for trust and integrity when dealing with our network of customers
and partners providing critical health care and equipment to patients. Details of these additional
obligations are set out in CAIRE’s Code of Conduct for Interactions with Health Care Providers,which provides guidance on important business principles and ethical standards. This
supplementary Code of Conduct incudes policies related to applicable laws and regulations,
including, without limitation, the US Physician Payment Sunshine Act, the Anti-Kickback Statute, andthe False Claims Act. Employees who interact with Health Care and DME Providers should consult
the Legal Department for guidance.

Working with Governments and State-Owned Entities (SOEs)
We wish to have the same reputation for integrity with governments as we do with private sector
customers. When we do business with governments, government agencies and state-owned or statecontrolled companies (SOEs), it is essential that we follow the specific rules and regulations which
typically control government procurement. Also, we are respectful of and will cooperate fully with
officials who regulate our business.
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The CAIRE Code of Ethical Business Conduct

Interacting with Public Officials or SOE Employees
When interacting with employees or officials of a non-U.S. government agency or organization or
an SOE, we must be further mindful of the special focus on such individuals under the FCPA.
Consult the Corporate Anti-Bribery Policy for guidelines regarding interactions with such officials,
both directly or via third parties (e.g., sales agents or customs agents), and particularly any payments
to or expenditures involving such individuals.

Business Across Borders
Import Controls
We rely on accurate import records. Specifically, these records should show the correct classificationand valuation of imported items. All additional import documentation should be accurate andcomply with applicable regulations.

Guidance }U.S. laws and regulations
restrict the export of certain
products, services, technicaldata and software to othercountries, and the re-exportof such items from one nonU.S. destination to another.
U.S. export laws also
prohibit the export or reexport of products to aprohibited country, to aprohibited person, or for ause prohibited by export
laws. All employees mustcomply with all CAIREissued export compliancepolicies, manuals anddirectives.

Export Controls
Many countries have laws that restrict exporting products andtechnology, especially any items used for direct military purposes.
The definition of export can be broad and complicated. For example,
an export can include electronic transmission of intellectual property,
like drawings and knowledge, even between CAIRE employees
located in different countries. We are responsible for complying withCAIRE’s Trade Law Policy, which is designed to ensure compliancewith export and other trade laws. We should contact a member of theLegal Department for questions on specific transactions.

Medical Device Registrations
The sale of medical devices is regulated by strict quality standards,
registration and reporting requirements in the countries in which we
do business. The regulations can be complicated and require strict
compliance, which is audited regularly. We are responsible forfollowing CAIRE’s various quality and regulatory policies and should
contact a member of the Regulatory & Quality Department withquestions.

Sanctions
The United States and European Union have implemented a series ofvarious laws and regulations that prohibit business transactions thatinvolve certain countries (such as Iran and North Korea), regions(such as the Crimea region of Ukraine), and individuals named on a
sanctions list. As described in the Trade Law Policy, CAIRE has
implemented screening procedures to ensure that it does not do
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The CAIRE Code of Ethical Business Conductbusiness with any restricted parties. If you have a concern about the permissibility of a specifictransaction or counterpart due to U.S. or other sanctions, you should contact a member of the Legal
Department.

Money Laundering
Individuals involved in narcotics trafficking, terrorism-related or other illicit activities may attempt
to use a legitimate business to process illegally obtained funds, a practice called “money laundering.”
Most countries forbid money laundering. To protect CAIRE’s interests, we should always conductbusiness only with reputable suppliers and customers and be reasonably aware of the underlying
basis of any business transactions.

Embargoes and Boycotts| Example

Many countries forbid the restriction of business with certain countries,
their companies and citizens. As a U.S.-based company, we are
obligated to comply with U.S. guidelines, which may prohibit U.S.
companies from cooperating with restrictive trade practices or
economic embargoes that other nations impose. Any questions withregard to embargo-related requests should be forwarded to the Legal
Department.

Protecting Others’ Business Information
Occasionally, suppliers and customers will provide their proprietary
information to us as part of a joint project. For example, we may help
develop new uses for a supplier’s raw material or we may create a
proprietary design for a customer. Consistent with our commitment ofrespect and privacy, we must treat this information confidentially,
protect it from improper disclosure, and only disclose it to others if
authorized.

Environmental Protection

Due to the Arab League’s
boycott of Israel, letters ofcredit from banks located in
the Middle East may
require that no part of theitems purchased be
manufactured in Israel or betransported on an Israeli
vessel. U.S. law prohibits
complying with theserequirements.

CAIRE appreciates the opportunity to be a part of a local community,
and we care about our impact on these communities. CAIRE follows
the spirit as well as the stated requirements of environmental laws andregulations. We are committed to reducing our environmental impact wherever economicallyfeasible.

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The CAIRE Code of Ethical Business Conduct} Integrity toward our Parent
Company and its Investors
CAIRE’s parent company counts on us to achieve growth in company sales and profit,
which supports the company value of actively seeking profitable growth. To meet
expectations and to comply with our obligations as a wholly-owned subsidiary of aJapanese public company, we ensure honesty and accuracy in our financial systems,
make wise use of CAIRE resources and demonstrate our unwavering commitment to act
for the company with integrity.
The following requirements also apply to CAIRE’s non-U.S. subsidiaries and affiliates,as their financial reporting is incorporated into CAIRE’s financial systems and securities
filings, and because they are subject to the FCPA.
Integrity of Financial Systems and Filings| Examples

As part of a publicly listed company in Japan, ourparent company and its investors rely on CAIRE’s
obligation to submit accurate and honest reports tocomply with regulations. CAIRE also depends on
accurate reports, such as production and sales
records, to help run the business. We all have an
important role in providing information for,preparing and filing these reports. In addition,
CAIRE’s Corporate Anti-Bribery Policy includes
detail on the applicability and relevant requirementsof the FCPA for public companies, such as CAIRE.

Three requirements are particularly importanthere:– We must not intentionally misrepresent
CAIRE’s financial performance orotherwise intentionally compromise theintegrity of CAIRE’s reports, records,
policies or procedures.
– We are expected to cooperate with bothinternal auditors and our independent
auditors in their reviews of our financial
systems and records.
– The Board of Directors plays animportant role in ensuring the integrity
and accuracy of CAIRE’s financial
systems and reports. The CEO and seniorfinancial officers are expected to promptly
bring evidence of inaccurate disclosures,
deficiencies in internal controls or fraud
to the attention of the Board.

Accurate Books and Records

Each of us is responsible for ensuring that all
recordkeeping is accurate and timely and that all
records and accounts accurately and fairly reflecttransactions in reasonable detail and in accordancewith applicable accounting practices and policies.
Timecards, inventory counts, expense reports andthe financial books of account are all examples of such records.

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The CAIRE Code of Ethical Business Conduct

Filings
We use these detailed records to prepare financial reports and other documents, which we thensubmit to regulatory authorities. We should take extra care to make sure that these filings are full,fair, accurate, timely and understandable.

Financial Systems
CAIRE follows strict accounting principles, standards and procedures as called for in applicablelegislation, such as the Japanese version of the US Sarbanes-Oxley Act (J-SOX), and generally
accepted accounting principles. As a result, CAIRE’s goal is to always prepare its financial statementswith accuracy and integrity. In all countries where CAIRE operates, we should follow the same strict
principles, standards and procedures since results from these countries are an integral part of theoverall CAIRE reporting system.
Employees who work in finance and accounting ensure that all company units and our co-workers
follow all controls and procedures. If we observe or suspect incorrect use of the procedures, or theirdishonesty or abuse, we must report the situation immediately via the CAIRE Ethics Hotline.

Internal Controls
CAIRE has implemented, and the Chief Financial Officer (CFO) is responsible for maintaining, asystem of internal accounting controls sufficient to provide reasonable assurances that:}

Transactions are executed in accordance with management’s general or specificauthorization;}

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 specificauthorization; and}The recorded accountability of assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences.

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The CAIRE Code of Ethical Business Conduct

Communications with Outside Parties
CAIRE has designated specific individuals to serve as official spokespersons for the company. These
spokespersons use all reasonable efforts to provide complete, accurate, objective, relevant, timely andunderstandable answers to all inquiries. Other employees should not respond to any requests forcompany information from reporters, financial analysts, friends or others but refer these requests to thedesignated spokespersons. All communications made to public audiences on behalf of CAIRE,
require prior approval of the Vice President of Marketing or the General Counsel.

Insider Trading| Examples

At CAIRE we understand the importance of acting with honesty andrespect for the company. One implication of this commitment is that wecannot purchase or sell securities of a business partner if we know
important information about that company that has not been madepublic. Such a purchase or sale, further detailed in CAIRE’s Insider
Trading Policy, is called “insider trading” and is illegal in the US andJapan, as well as most other countries. In addition, we cannot provide
this information to another individual who is likely to trade thecompany’s securities based on this information, a practice called“tipping.” This type of conduct violates company policy and may besubject to criminal prosecution.

Conflicts of Interest
Guidance }In some countries, the local culture
views hiring and supervising family
members differently than in the UnitedStates. Country managers should
contact the Vice President of Human
Resources with questions about hiring
family members of current employees.
CAIRE may hire more than one
member of a family if each person iswell qualified to meet a specifichiring requirement. However, weshould not directly or indirectlysupervise the job performance of a
relative.

Potential insider information
can include:– An upcoming multimillion-dollar contract
with a new customer;– A major acquisition; or– A significant new productline that has not been
publicly announced.

We demonstrate integrity with eachother, to our business partners, andto our parent company by making business-related decisions
based on business and not personal considerations. This
commitment to integrity is jeopardized when our personal
activities conflict, or merely appear to conflict, with CAIRE’s
interests, as further detailed in CAIRE’s Conflict of Interest
Policy. CAIRE will investigate all potential and actual conflicts ofinterest.

Making Decisions Based on CAIRE’s Best Interests
We may not place personal considerations, such as relationships,
favors or financial considerations, ahead of businessconsiderations when deliberating or making business decisions for
CAIRE. If a personal circumstance could conflict with or could beperceived as being in conflict with CAIRE’s interest, contact amember of the Legal Department.

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The CAIRE Code of Ethical Business Conduct

Outside Activities and Financial Interests

Examples }Our loyalty to CAIRE is important since the company is
our principal source of employment. We should avoid
additional work, either paid or unpaid, which diverts ourcommitment to CAIRE or impairs our ability to be
objective in performing our work. If you have any concerns
about such an issue, you should discuss the matter withyour manager or a member of the Legal Department.
We should also avoid financial interests in suppliers,
customers and competitors unless these are securities of apublicly traded company or held through an investment
where we do not control the trading of individual securities,
such as a mutual fund.

Responsible Use of Company Assets–––

We are not allowed to use ideas oropportunities we discover on thejob for personal gain.
We should never compete withCAIRE.
CAIRE should not conductbusiness with our family members
or close friends without specificauthorization.

To meet our commitments to our parent company and
CAIRE, we should make responsible use of all CAIRE
assets. These assets include physical assets, computers andother electronic systems and intangible assets, such as business information.

Physical Assets
We should carefully and safely use tools, equipment, supplies and inventories. We should neverdamage equipment or use manufacturing supplies for personal use like home improvement projects.

Computer and Electronic Resources
CAIRE’s computers and communication equipment, including phones and information systems,
email and Internet connections, are meant for business purposes. When we communicate using thesesystems, we should do so professionally. We are allowed to make very limited personal use of
equipment such as the phone, email or photocopier only with our manager’s approval and, in somecases, after a private use agreement is signed. Where allowed, CAIRE may access computers,
communication equipment, including phones and information systems, such as email and internet
connections for security purposes and to obtain its proprietary information, if strictly necessary, andmay monitor, where allowed, our activity to ensure employees are not misusing these resources.
Additionally, personal data (such as email addresses, IP addresses and other identifiers) is processed
when CAIRE’s computers and communication equipment are used. All employees of CAIRE havethe responsibility to be familiar with CAIRE’s Electronic Communications Policy, CAIRE’s Mobile
Device Policy and Program and CAIRE’s Privacy Policy.

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The CAIRE Code of Ethical Business Conduct

Confidential Company Information
CAIRE’s non-public information is a valuable company asset. Certain information is especiallycritical, and we should treat it as confidential. Examples may include financial information, corporate
developments and plans, marketing strategies, customer and supplier lists (which may also containpersonal data and may therefore be subject to strict data protection requirements), new product plansand product or process designs. We should discuss confidential information with our co-workers only
on a “need-to-know” basis. We must safeguard confidential information during and after our
employment with CAIRE from disclosure outside CAIRE, except when doing so for CAIRE’s
business purposes with appropriate steps to prevent misuse of information, or if required by law.

Intellectual Property“Intellectual property” is information or knowledge created for CAIRE and which the company owns
and protects through patents, copyrights, trademarks or service marks. Certain intellectual property,
called “trade secrets”, is critical to the company’s operations and success. We are expected to be
vigilant during and after our employment with CAIRE in maintaining the confidentiality of these trade
secrets to properly safeguard their value to CAIRE. Our individual work product, such as an improved
manufacturing process or a patentable invention, belongs to CAIRE.

Community and Political Involvement
CAIRE encourages us to become involved in the local community. In doing so, and reflecting our
responsibility to the company, we should not associate CAIRE with any particular cause, candidate,
political party or issue. In addition, we should respect CAIRE assets and not use any company
resources such as our work e-mail or company computers or photocopiers to support these activities.
CAIRE must comply with all laws relating to political contributions and lobbying expenditures. Any
direct or indirect contributions to, or expenditures incurred on behalf of, any political party or
candidate for political office in any country by the company (or by any employee on behalf of thecompany) are prohibited unless approved in advance by the Legal Department.
Charitable and political contributions moreover present corruption risk, as they may serve as a conduit
for an improper payment, particularly if a contribution is requested by a government official or abusiness partner. CAIRE’s Corporate Anti-Bribery Policy includes detailed guidelines for charitableand political contributions.

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The CAIRE Code of Ethical Business Conduct} Resources to Get Advice
and Report Concerns or
Misconduct
We should seek answers for questions related to ethics and compliance. We mustalso report concerns regarding possible misconduct or actual violations of the law,
the Code or other CAIRE policies.
Examples }Resources
CAIRE has several resources to address ethics and compliance issues.

In our day-to-day work, we
may encounter various
ethical issues. For instance:– We may need advice todecide if an action islegal or ethical.
– We may observe
misconduct.
– We may observe
activities which could
damage CAIRE’s
reputation.

1.

Read the CAIRE policies that relate to important topics. Policies
provide additional details and are accessible on SharePoint in the
Legal and Human Resource sections.

2.

Speak to your supervisor or other manager within yourorganization. You may also speak with representatives from theLegal and Human Resources departments.

3.

Email the CAIRE Ethics Representatives ethics@caireinc.com.

4.

Contact the CAIRE Ethics Hotline:
a. Voicemail: 1-800-868-8541 in the United States. (For tollfree numbers outside the United States, please visit
www.ethicspoint.com).
b. Web Interface: www.ethicspoint.com

Reporting and Cooperation Obligations
Employees should report violations of applicable laws, rules andregulations, this Code, or any other CAIRE code, policy orprocedure to the appropriate personnel listed above or to the
CAIRE Ethics Hotline.

If your concerns relate to accounting, internal controls, or auditing matters, you should contact theChief Financial Officer directly or the Legal Department or the CAIRE Ethics Hotline.
Employees must cooperate in internal investigations of misconduct when requested to do so by the
Legal Department or the Board of Directors.

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The CAIRE Code of Ethical Business Conduct

Confidential Reporting
The company treats all reports of ethics or compliance concerns,
including contacts to the Ethics Hotline, as confidential.
Management shares information only with those involved in theinvestigation of any alleged misconduct. In rare cases, CAIRE mayneed to provide information regarding a report of suspected
misconduct as part of a legal investigation or for business purposes, inwhich case it will do so, and it will seek to provide notice to affected
employees to the extent possible.

Anonymous Reporting
The Ethics Hotline allows us to report a concern anonymously, if we
prefer. Be advised that some concerns cannot be fully investigatedwithout the identity of the person reporting the concern.

| Guidance

Employees are required topromptly report violations
or suspected violations of theCode using the resources
listed on the preceding page.

Non-Retaliation
CAIRE prohibits retaliation and threats of retaliation against any of us who, in good faith, reports apossible incident of misconduct. Please report any and all instances of retaliation or threats ofretaliation against you or any co-worker. CAIRE will investigate reports of suspected retaliation andwill discipline responsible individuals. Every employee is also protected by CAIRE’s
Whistleblower Policy.

Outcomes
CAIRE has a process for conducting investigations of alleged incidents of misconduct. Information
related to an investigation is shared only with individuals involved in the investigation. The purpose
is to determine the accuracy, severity, frequency and intent of the misconduct and to ensure ourcompliance program includes feedback and continuous improvement. Based on the investigation’s
findings, the General Counsel with the Vice President of Human Resources or a designee will decide
whether misconduct occurred and the appropriate disciplinary action, including termination of
employment, if appropriate. Adherence to the principles of the Code is a condition of employment
with CAIRE. Where laws have been violated, the company may report violators to the appropriate
authorities. In some situations, the responsible individual also may be subject to civil or criminal
prosecution. If Board members or company officers are involved in allegations of misconduct, theBoard will follow established procedures for conducting the investigation and determining
disciplinary measures.

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