The Expro Code of Conduct

www.exprogroup.com

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Delivering Excellence in Operations worldwide

Everyone whoworks for Expromust understandand comply withthe Expro Code

The Code ofConduct will help

guide you incritical areas of

businessconduct

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Our commitment and expectations

Expro has built an enviable reputation for reliability and integrity.We will only win business and continue to have success if we canmaintain this reputation.

In our industry there have been many recent high profile examples of companies and individuals whosereputations have been damaged and who have suffered significant financial penalties as a result of theirfailure to act with integrity and to comply with the law. This Code of Conduct (the Expro Code) will helpguide you in critical areas of business conduct to ensure that together we comply with the law andmaintain our reputation.

Everyone who works for Expro must understand and comply with the Expro Code. Relevant contractorsand service providers are also expected to comply with those parts of the Expro Code that relate to them,or to have adopted similar codes of conduct.

The Expro Code does not set out prescriptive rules to deal with every conceivable business practice. It sets out principles to help you make decisions and must be read in conjunction with the more detailedrules contained in supporting directives and policies. You should respect both the letter and the spirit ofthe Expro Code and the group’s policies and directives. If you are in any doubt about how any of theseshould be applied do not hesitate to ask your manager, the Chief Compliance Officer or the GeneralCounsel for advice.

If you have reason to believe that a breach of the Expro Code has occurred or will occur, it is yourresponsibility to report it to your manager, the Chief Compliance Officer or by using the Business ConductReporting Line. We will not tolerate any form of retaliation or victimisation against you for fulfilling thisobligation. The Business Conduct Reporting Line is a new confidential service, details of which are set outon page 4.

If you are in a supervisory role you must take responsibility for promoting theprinciples of the Expro Code and creating a culture of compliance in whichemployees understand why they must comply with the Expro Code. Youmust take an active role in monitoring compliance – you may be subject todisciplinary action if you allow your staff to behave in an unlawful or unethical way.

You must comply with the Expro Code even if you think that compliance maycost us business or profits. Compliance is in the group’s long-term best interestsas it maintains our reputation as a trustworthy and reliable organisation. You haveour assurance that we will follow the Expro Code.We ask for your personal commitment to do so as well.

Mike JardonCEO

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Who must comply with the Expro code?

The Expro Code applies to every Expro company and everyone who works for Expro throughout theworld. You are personally responsible for reading and applying the Expro Code together with all othergroup directives and policies that are relevant to you and applying them in your job.

The Expro Code also applies to certain third parties such as consultants, agents, and otherrepresentatives and suppliers. We will only do business with third parties who comply with the law andwho will commit to a Code of Conduct at least as demanding as our own.

How should suspected or actualbreaches of the Expro code be reported?

If you know of or suspect there is:

■ a violation of any applicable local or international law, the Expro Code or any other Expro directiveor policy

■ any unethical behaviour related to Expro or its customers and suppliers

■ any questionable accounting or breach of key internal controls

... you must report it immediately to your manager. Alternatively you may report it to the Chief ComplianceOfficer (Compliance.Officer@exprogroup.com) or via the anonymous and confidential Business ConductReporting Line.

Our policies prohibit intimidation or retribution for any reports of misconduct by others that are made ingood faith.

The Business Conduct Reporting Line is toll-free and is available 24 hours a day. It is run by trainedoperators who are not Expro employees. Information you provide using this service will be promptlytransmitted to the Chief Compliance Officer for evaluation.

Please refer to your office or facility notice board for the relevant phone number as it is different in eachcountry.

What are the penalties for breachingthe Expro code?

The Board takes compliance very seriously. If you breach the law, the Expro Code or any of the group’spolicies or directives you will be subject to disciplinary action which may result in termination ofemployment.

If you breach the law this is likely to result in a criminal prosecution. It may also lead to a claim against youfor civil damages for any losses suffered.

If you are a manager you may be subject to disciplinary action if you fail to exercise appropriatesupervision and oversight and you have allowed your staff to behave in an unethical or unlawful way.

The following 14 key principles are designed to help you make the right decision in relation tocritical business issues. You should apply the principles in the Expro Code together with thedetailed rules set out in Expro’s directives and policies as they relate to your job.

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Principle 1Legal compliance

All Expro directors, officers, employees, agency staff and contract workers (“Expro personnel”) mustcomply with domestic and applicable international law in all countries in which they represent Expro.Where local law or practice permits a lower standard than that set out in the Expro Code you mustnevertheless comply with the minimum standards set out in the Expro Code.

We also expect all third parties with whom we do business to follow the principles set out in theExpro Code.

Principle 2Business dealings

All Expro Personnel must be honest and fair in representing Expro when dealing with customers,government officials, the public, suppliers, competitors, shareholders and fellow employees orcontractors.

We also expect all third parties with whom we do business to follow the principles set out in theExpro Code.

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Principle 3No bribery, corruption or facilitation payments

You must never offer or accept any bribe or inducement which may improperly influence or appear toinfluence your actions or those of a third party. You must not use a third party, such as an agent, adviseror business partner to pass on or accept a bribe.

This prohibition operates regardless of location and applies equally to bribes and inducements offered toor received from anyone in the public sector or the private sector.

Consistent with the approach adopted by many other multi-national companies, the Expro Code alsoprohibits so called “facilitation payments” or “grease payments”. Facilitation payments are small paymentsmade to public officials to expedite or secure performance of routine and legitimate actions.

We will be responsible in the eyes of the law for the actions of those who we engage. Accordingly, nothird party may be used to pay or receive a bribe or to make a facilitation payment on our behalf. Youcannot ignore or “turn a blind eye” to the actions of those we engage.

Bribes can take many forms and can often be disguised as legitimate payments, gifts or entertainment. Itis your responsibility to know where and how cash and other payments that you approve are going to beused. Ask yourself these questions:

■ What service, product or benefit is Expro receiving for this payment?

■ Is the service, product or benefit for genuine business purposes that are consistent with Expro’s business?

■ Is the amount of the payment fair and reasonable?

■ How will the payment be documented in our financial books and records?

■ Are there any circumstances about the payment that are strange?

If you are ever in any doubt as to whether the payment is proper, you should err on the side of cautionand seek advice from your manager or the Chief Compliance Officer.

If you believe in good faith that your own or another’s life or health are in danger, then making a paymentis not prohibited by the Expro Code. Any such payment must be promptly disclosed to the ChiefCompliance Officer and recorded accurately in the company’s financial books and records.

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Principle 4Gifts, entertainment, training,travel and promotional expenses

The offer or receipt of gifts or entertainment and the provision of training, travel and promotional expensesmust always be:

■ reasonable in value, quantity and frequency

■ of a nature which is relevant to the business, culture and circumstances

■ directly related to our business interests

■ consistent with the policy of the recipient

■ permitted under relevant local law

Gifts, entertainment, training, travel and promotional expenses must never be provided for an improperpurpose nor should they create the impression of impropriety. They should never be given as a bribe orreceived with the impression that they are a bribe.

Expro may incur reasonable expenses in promoting its goods and services and providing training togovernment employees and those of private customers.

Payments and reimbursements related to promotional and training activity must never be made directly toan invitee. Cash reimbursements and per diem payments are strictly prohibited.

It is the responsibility of each member of staff to ensure all gifts, entertainment and promotional expenseswith which they are involved have been properly approved. Do not assume they have been.

Due to their sensitivity and the potential for misinterpretation, all gifts, entertainment and promotional andtraining expenses may only be provided or received in compliance with the directive on gifts,entertainment and promotional and training expenses. Under this directive certain expenses require priorapproval. You must familiarise yourself with the detail of this directive.

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Principle 5Business partners

In order to minimise the risk of corruption, we will only use suppliers and intermediaries (such as salesagents, consultants and others who act as links between the company and a third party) who complywith the law and who have been approved or are exempt under the terms of our Supplier Due DiligenceDirective.

This directive requires detailed due diligence to be carried out on all high risk third parties (such asintermediaries). Certain other parties are categorised as low risk and may only require limited due diligenceto be carried out. You must familiarise yourself with this directive to ensure that business partners thatyou work with are approved or exempt.

The following are examples of high risk business partners who will always be subject to due diligence, andin respect of whom particular caution must be exercised pending completion of necessary due diligence:

■ a sales agent

■ a supplier who interacts as an intermediary with any government agency or body (for example, anyone responsible for customs clearances, obtaining permits, licences or visas or for liaison with tax authorities)

■ an import/export agent or freight forwarder

Due diligence must be thorough and include checks on corporate probity (business conduct, legalstanding), financial robustness, ability to deliver and health and safety practice.

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Principle 6Political activities and contributions

Expro will conduct its activities in a manner that ensures its interests are not compromised byinappropriate political activity or statements. As a general rule, Expro will not intervene in political mattersand Expro personnel must comply with all local laws and regulations relating to political activities.

Expro will not make any political contributions unless approved by the Chief Compliance Officer. Thisapplies to direct cash contributions and also to indirect assistance using company resources such as theprovision or use of goods, services, equipment or facilities. Expro will not purchase tickets for politicalfundraising events or pay for advertising space in political publications.

Expro personnel are free to support any political organisations and processes through personalcontributions or by volunteering their own time. These activities, however, must not be conducted oncompany time or involve the use of any company resources such as company signs, email, telephones,computers or supplies.

Principle 7Business opportunities

Expro personnel owe a duty to Expro to advance its interests when the opportunity to do so arises. Inthe course of employment you may be presented with, or discover, ideas or opportunities for newbusiness or investment. These opportunities and ideas are the property of Expro. Expro personnel areprohibited from taking such an idea or opportunity for their personal benefit without the prior approval ofthe General Counsel.

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Expro personnel must avoid situations that present an actual or potential conflict between their personalinterests and Expro’s interests. A conflict might arise if you, or a close family member, receive benefitsother than your employment benefits, as a result of your position with Expro. Expro personnel owe Exprotheir loyalty and should avoid any interest, investment or association that interferes with the independentexercise of sound judgement in Expro’s best interests. In particular, you or a family member may notcarry on business with Expro through some other company, partnership or sole trader without priorpermission from Expro.

Conflicts of interest are prohibited unless approved in advance by the General Counsel. If you believe youmay have a conflict of interest you must disclose this immediately to your manager and to the GeneralCounsel.

Principle 8Conflicts of interests

We are committed to ensuring mutual respect and tolerance in the workplace.

Any employee with responsibility for hiring, evaluating and promoting shall do so based on jobqualifications (e.g. education and prior experience) and merit. Merit includes an individual’s skills,performance, capability and other job-related criteria.

Expro will not accept or tolerate the following behaviours or practices:

■ any form of forced, compulsory, bonded, indentured or prison labour

■ child labour

■ harassment, violence and intimidation or unlawful discrimination including on the basis of race, religion, national origin, gender or age

Expro’s policies prohibit intimidation or retribution towards any individual who has, in good faith,reportedmisconduct or suspected misconduct.

Principle 9Employment practices

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Principle 10Health, safety and the environment

Expro will conduct its business in a manner that prevents harm to people or the environment as aconsequence of its operations. Expro is committed to creating a work culture where prevention of harm isa priority for everyone.

The identification of potential sources of harm, the management and control of risk, the prevention ofharm and the compliance with legal and similar requirements are essential elements of our businessactivities.

Each of you is personally responsible and accountable for maintaining a safe and healthy workplace byensuring that all applicable health and safety rules, policies and practices are followed. All Expro personnelare required to proactively prevent harmful situations even if this means stopping work to correct anunsafe situation. Any workplace accidents, unsafe equipment and unsafe practices and conditions mustbe reported to your line manager.

Managers are also responsible for ensuring safe systems of work are implemented effectively to ensureharm is prevented. Where managers identify someone not following a safe work method they will workwith them to ensure compliance. In the case of serious or repetitive failures the disciplinary process maybe used in order to prevent harm to Expro personnel or others.

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Principle 11Financial and other records

We maintain proper records to meet our financial, legal, regulatory and operational objectives andrequirements.

Financial accounts and other records, as well as necessary supporting documentation, must be preparedin a timely manner so as to accurately and completely describe the activities of the business. Alltransactions must be recorded in a way which accurately, clearly and unambiguously describes the natureof the transaction.

Falsification or deception in connection with the creation and maintenance of Expro’s books and records,and any unauthorised destruction of books and records, is prohibited.

We also maintain a system of internal control that, among other things, ensures the accuracy andcompleteness of our operational and financial records. You must comply with the internal controlrequirements at all times.

No unrecorded or undisclosed funds, assets or accounts may be created or maintained, nor may anyunrecorded or undisclosed payment be received or made.

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Principle 12Confidential information

Expro personnel must maintain the confidentiality of proprietary information entrusted to them by Expro orits customers and suppliers, except when disclosure is authorised by the company or is required to bedisclosed by law.

Proprietary information includes all non-public information that might be of use to competitors or otherthird parties or harmful to Expro or Expro personnel or customers or suppliers if disclosed.

You must never use Expro’s proprietary information for personal gain or for the benefit of persons outsideExpro. In addition, you should respect the privacy of fellow Expro personnel.

Expro will not use illegal, unethical or improper means to obtain confidential information or proprietary dataof third parties.

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Principle 13Use of computer resources

Expro’s computer resources, including e-mail and internet systems, are provided to help you carry outyour work. Limited personal use is acceptable if it is for a bona fide purpose, does not interfere with yourwork and complies with the company’s computer use policies.

You should have no expectation of privacy regarding the use of Expro computer resources. Unlessprohibited by law, we reserve the right to access and disclose all information contained on our computers,USB flash drives, portable hard drives or wireless devices including phones/PDAs at any time for anyreason.

At all times, use good judgment and do not access or download any data from the internet, send emailsor instant messages, or store any information that you would not want to be seen or heard by others.

Principle 14Competition and anti trust laws

Expro companies are encouraged to compete vigorously for business, but always fairly and in compliancewith the law and on the merits of our products and services.

Competition laws, which are also known as “anti trust” laws, are designed to promote or protect free andfair competition around the world and prohibit anti-competitive behaviour. Some of the most serious antitrust offences occur between competitors, such as agreements to fix prices, rig bids or to dividecustomers, territories or markets. Expro will not engage in this activity and particular care must be takenwhen exchanging information and ideas with competitors (including at trade associations) to ensure thatcompetition laws are not broken.

Expro will only use information that has been obtained fairly and legally to understand issues affecting itsbusiness, customers, suppliers and competitors.

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Expro’s business is well flow technologies and specialised services,and our mission is to:

■ measure

■ improve

■ control and

■ process

flow from high-value oil and gas wells.

Our expertise is marketed through five segments: Well Testing & Commissioning, Production Systems, Wireline Intervention,Connectors & Measurements and Deepwater Intervention.

Find out more, or get in touch.Visit exprogroup.com