Our Code of Conduct describes the operational standards that are applicable to all employees, wherever they are in the world. It also supports our approach to governance, risk management and social responsibility.

Business Principles

We strive to conduct our business with integrity and in an honest and responsible manner and to build and maintain long term, mutually beneficial relationships with our customers, suppliers, shareholders, employees and other stakeholders. We shall similarly respect the legitimate interests of those with whom we have relationships. In our business dealings we expect our partners to adhere to business principles consistent with our own.

Waiver

Any waiver of this Code of Conduct for Directors and Officers may only be granted by the Audit Committee and shall promptly be disclosed to the shareholders.

Employees

We aim to provide stimulating workplaces where creative talent can flourish. We are committed to a working environment where there is mutual trust and respect and where everyone performs to the highest possible professional standards and contributes to the good reputation of our company. We recruit, employ and promote employees on the basis of qualifications and performance.

Risk management

All tasks and actions must be performed within the scope of responsibility and authority and in accordance with the policies and procedures as established by AerCap. The AerCap Group Executive Committee shall regularly evaluate those policies and procedures.

AerCap property

Without prior approval, employees must not inappropriately use AerCap property for personal use and should protect AerCap’s property and ensure their efficient use. All AerCap property should be used solely for legitimate business purposes.

Bribery and gifts

All employees shall comply with AerCap’s Anti-bribery compliance policies and procedures as set forth therein.

Fraud

All employees shall comply with AerCap’s Fraud Policy and the procedures as set forth therein.

Document retention

All employees shall comply with AerCap’s document retention policies and procedures as set forth therein.

Society

AerCap wants to be a responsible corporate citizen of the society we are working in. Employees are encouraged to play a positive role in the societies they work in.

Compliance with Laws and Regulations

The AerCap companies and our employees are required to comply with the laws and regulations applicable to us. Those laws and regulations take precedence over this code where there is an inconsistency.

Conflict of Interests

All our employees are expected to dedicate themselves to AerCap (unless otherwise agreed) and to avoid (i) taking for themselves personal opportunities (intellectual property related or other opportunities) that are discovered through the use of AerCap’s property or information or the employee’s position and/or (ii) competing with AerCap. Employees have a duty to AerCap to advance its legitimate interest above their personal interests.

Circumstances, investments, interests or participations of which it can be reasonably expected that they:

• give rise to personal gain at the expense of the company, or the impression thereof;
• give rise to preferential treatment and/or partiality, or the impression thereof;
• interfere with the efficiency of the company;
• result in a loss of independence or objectivity;

are prohibited and should they arise, should be reported as soon as they arise.

Improper Disclosure

AerCap regards information for the purpose of its business or of its business partners as a corporate asset that must be protected against loss, infringement and improper use and disclosure. Unauthorized disclosure could damage the company or give unfair advantage to others. AerCap expects its employees to respect and actively protect the confidentiality of business information.

Competition

AerCap believes in vigorous yet fair competition. AerCap companies and employees will conduct their operations in accordance with the principles of fair competition and all applicable regulations. Employees should refrain from all practices that are inconsistent with applicable competitive trading and any acts which illegally restrict competition.

Insider Trading

All employees shall comply with AerCap’s insider trading rules that are set forth in AerCap’s Insider Trading Regulations.

Investigation

An employee that becomes aware of any actual or potential investigation by any regulatory or government authority must forthwith inform the Corporate Legal Department in Amsterdam, which shall handle orderly cooperation with such authority.

Media contacts and Investor relations

Only authorized employees shall be authorized to communicate with the financial markets, regulatory and other government authorities, our shareholders, the media and others in respect of any matters affecting AerCap in accordance with the Disclosure and Communication Policy and the Spokesperson Procedure as established by AerCap.

Compliance

Compliance with this Code of Conduct is an essential element in our business success. The AerCap Group Executive Committee is responsible for ensuring these principles are communicated to, and understood and observed by, all employees. Each AerCap company is responsible for implementing these principles, if necessary through more detailed guidance tailored to local needs.

Non-compliance with the Code of Conduct may lead to disciplinary action, including dismissal.

Reporting

Each AerCap employee that is aware of any suspected or known violations of this Code of Conduct has a duty to promptly report such concerns in accordance with the AerCap Whistle Blower Procedure.

Whistle blowing

In order to promote the reporting of violations of this Code of Conduct, AerCap has established a Whistle Blower Procedure, enabling employees to submit complaints without fear of the complaints leading to disciplinary action, on a confidential basis, and, if so wished, on an anonymous basis.

In this Code of Conduct the expressions “AerCap” and “AerCap companies” are used for convenience and mean the AerCap group of companies comprising AerCap Holdings N.V. and its respective subsidiary companies. The expression “ employees” means all workers of AerCap on an indefinite contract, as well as freelancers or workers in temporary contracts, in whatever function (including members of the board of directors and any equivalent body of any AerCap group company). The expression AerCap Group Executive Committee shall mean the Group Executive Committee as established by the Board of Directors of AerCap.

Finance Code of Conduct

AerCap’s mission includes promotion of professional conduct in the practice of financial management worldwide. AerCap’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Accounting Officer (CAO) and other employees of the finance organization hold an important and elevated role in corporate governance in that they are uniquely capable and empowered to ensure that all stakeholders’ interests are appropriately balanced, protected, and preserved. This Finance Code of Conduct embodies principles which we are expected to adhere to and advocate. These principles of ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to AerCap employees, the public, and other stakeholders. The CEO, CFO, CAO and Finance organization employees are expected to abide by this Finance Code of Conduct, in addition to the general Code of Conduct and the other AerCap policies and procedures relating to areas covered by this Finance Code of Conduct.

Any violations of the AerCap Finance Code of Conduct may result in disciplinary action, up to and including termination of employment.

All employees covered by the Finance Code of Conduct will:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.
• Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely, and understandable, including information in our filings with and other submissions to the U.S. Securities and Exchange Commission and other public bodies.
• Comply with rules and regulations of federal, state, provincial, and local governments, of the New York Stock Exchange, and of other appropriate private and public regulatory agencies.
• Act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.
• Not use confidential information acquired in the course of one’s work for personal advantage.
• Share knowledge and maintain professional skills important and relevant to stakeholders’ needs.
• Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.
• Exercise responsible use, control, and stewardship over all AerCap assets and resources that are employed by or entrusted to us.
• Not coerce, manipulate, mislead, or unduly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of AerCap’s system of internal controls, financial statements, or accounting books and records.

If you are aware of any suspected or known violations of this Finance Code of Conduct, you have a duty to promptly report such concerns in accordance with the AerCap Whistle Blower Procedure.

It is AerCap’s intention that this Finance Code of Conduct be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002.

In this Finance Code of Conduct the expressions “AerCap” and “AerCap companies” are used for convenience and mean the AerCap group of companies comprising AerCap Holdings N.V. and its respective subsidiary companies. The expression “employees” means all workers of AerCap on an indefinite contract, as well as freelancers or workers in temporary contracts, in whatever function (including members of the board of directors and any equivalent body of any AerCap group company). The expression AerCap Group Executive Committee shall mean the Group Executive Committee as established by the Board of Directors of AerCap.

AerCap 2006