Whistle Blower Procedures

AerCap Whistle Blower Procedure for Financial Matters

AerCap Whistle Blower Procedure for Non-Financial Matters

AerCap is dedicated to conducting its business with integrity and high standards of business ethics. We have adopted Whistle Blower Procedures to encourage our employees to report any illegal or unethical behavior. The procedures include a hotline program enabling employees to submit complaints on an anonymous basis without fear of the complaints leading to disciplinary action.

AerCap Whistle Blower Procedure for Expressing Concerns Relating to Financial Matters (“AerCap Whistle Blower Procedure for Financial Matters”)

OBJECTIVE

AerCap’s Board of Directors, through its Audit Committee, has established this procedure to facilitate reporting of possible illegal or unethical behavior relating to accounting, internal controls and auditing matters, in compliance with applicable law (referred to below as “whistle blower reports”). The procedure is designed with a view to create an atmosphere in which employees feel free to file complaints concerning financial matters without fear of retaliation.

BACKGROUND RISKS

Absence of an effective and confidential procedure for the receipt and handling of whistle blower reports could discourage employees from filing complaints, which would then hinder the effective detection and prevention of illegal and/or unethical behavior, including fraud.

POLICY

AerCap Holdings N.V. and its subsidiaries (“AerCap”) encourage all AerCap employees to promptly report any concerns regarding financial matters (as defined below). As reflected in these procedures, all such reports will be investigated promptly and with strict confidentiality. Aercap will not retaliate or take any adverse action against employees for filing a report under this procedure or assisting another employee in doing so. Intentionally making a false report will lead to disciplinary action.

PROCEDURES

AerCap Whistle Blower Procedure Introduction
AerCap is committed to sound business conduct and therefore manages its business according to the AerCap standards and the AerCap Policies and Procedures, including the Code of Conduct and the Finance Code of Conduct, which require an ethical and transparent way of conducting business.
The rules and regulations of the US Securities and Exchange Commission, including the Sarbanes-Oxley Act, require the Audit Committee to establish procedures for the confidential, anonymous submission by employees of concerns specifically regarding questionable accounting and auditing matters. Sarbanes-Oxley also makes it unlawful to retaliate against an employee who, in good faith, “blows the whistle” on a financial matter relating to an employer. Also the Dutch Corporate Governance Code (also referred to as Code Tabaksblat) requires to establish a whistle blower procedure in respect of, amongst others, financial matters.

This procedure clarifies the rights and obligations of:
1. Any employee who makes a report under this Whistle Blower Procedure;

2. The Compliance Officer; and

3. The Board of Directors of AerCap Holdings N.V. and its Audit Committee.

Responsibility
This Whistle Blower Procedure is ultimately the responsibility of the AerCap Board of Directors, through its Audit Committee. It depends for its effectiveness on the cooperation of all AerCap employees, including those who might file whistle blower reports hereunder, and the AerCap managers and directors who must ensure the confidentiality of the process and speedy resolution of all whistle blower reports hereunder, including any remedial or disciplinary measures that are found to be necessary.

Scope
This procedure applies to all employees of companies and joint ventures controlled by AerCap worldwide.

Non-exclusive procedure
This AerCap Whistle Blower Procedure does not replace in any way, and is in addition to, the procedures for employee complaints not relating to financial matters, for which there are other established policies and procedures Including a Whistle Blower Procedure for Non-Financial Matters (ref P&P 07B.06B). In case of any conflict between this AerCap Whistle Blower Procedure and applicable mandatory law, the applicable mandatory law shall prevail.

Definition of “Financial Matter”
A financial matter under this procedure includes:
a. accounting, internal controls and auditing matters, including alleged fraud and other financial irregularities;

b. suspected or known breach of the AerCap Finance Code of Conduct;

c. alleged financial irregularities relating to the members of the Board of Directors including its committees, and/or

d. other activities believed to be illegal or unethical that relate to Aercap’s financial statements, public disclosures or compliance with international laws such as the U.S. Foreign Corrupt Practices Act and anti-money laundering law.

Reporting
Employees are encouraged to promptly report concerns about any financial matter.
Anonymity AerCap encourages employees to report concerns about any financial matter directly and openly as provided herein. It is possible to file a report anonymously. However, please note that anonymous reporting may hinder or complicate any investigation that may follow and may prevent appropriate action from being taken.
Procedure for reporting:
Employees may report concerns regarding financial matters to:

• The Compliance Officer:
Marnix den Heijer
Stationsplein 965
1117 CE Schiphol Airport
The Netherlands

mheijer@aercap.com
• The Chairman of the Audit Committee:
Mr. James Chapman
14 Alpine Road
Greenwich CT, 06830-3435
USA

JNC1962@optonline.net
Any concern about financial matters relating to any of the AerCap Directors (including the CEO) may be reported directly to the Chairman of the Board of Directors:
Mr. Pieter Korteweg
Oude Utrechtseweg 16
3743 KN Baarn
The Netherlands

pkorteweg@cerberusglobal.nl
Any concern about financial matters relating to the Chairman of the Board of Directors may be reported directly to the Chairman of the Audit Committee:
Mr. James Chapman
14 Alpine Road
Greenwich CT, 06830-3435
USA

JNC1962@optonline.net
Concerns about financial matters can also be anonymously reported via the Reportline, an independently operated toll free hotline in the United States at:
1-800-971-6042 (from USA; from other countries with use of international access code)

Content of report
Reports that do not provide relevant details are difficult to investigate. To allow a prompt and thorough response, which could include an investigation, reports should contain as much information as possible, including the person(s) involved, any witnesses, the location of any other information that would assist in investigating the concerns, and any supporting documentation.

Investigation
The following procedure is put in place to assess the reported concerns regarding financial matters and to ensure that whistle blower report is investigated, to the extent necessary, in a prompt, adequate and thorough manner.
Complaints received by the Compliance Officer or via the Reportline: The Compliance Officer must notify the Audit Committee and CEO of AerCap Holdings N.V. (unless the report involves the CEO), within two business days, of all complaints regarding financial matters they receive, either directly or from the Reportline. This notification must include the Compliance Officer’s preliminary assessment of the significance of the issues raised in such complaints, and description of the steps they jointly recommend to inquire into the accuracy of the complaint.
Complaints received by the Chairman of the Audit Committee: The Chairman of the Audit Committee conveys complaints regarding financial matters to the other members of the Audit Committee, to the Compliance Officer and, where appropriate, to the CEO of AerCap Holdings N.V.and to any other person he reasonably deems appropriate. Within two business days from conveyance by the Chairman of the Audit Committee, the Compliance Officer notifies the Audit Committee of his preliminary assessment of the significance of the issues raised in such complaints and a description of the steps he recommends to inquire into the accuracy of the complaint. To this effect the Compliance Officer may consult with legal and/or accounting and/or financial specialists.

With regard to all complaints regarding financial matters received by the Audit Committee either directly or indirectly, the Audit Committee shall determine whether there is justification for an investigation and how an investigation should be handled, should one be necessary. The Audit Committee may in some cases decide to delegate responsibility for an investigation to the Compliance Officer, and in other cases to engage independent counsel and other advisors, who will report directly to the Audit Committee. In conducting investigations, the Compliance Officer or independent counsel must be sensitive to, and advise the Audit Committee in a timely manner on, relevant data protection issues.

Management of the entity involved or at a higher level, including the Chief legal Officer, may be consulted and/or involved in the investigations, as appropriate.
The investigation will be conducted and concluded within reasonable time, dependent upon the nature of the alleged Breach and the circumstances of each case.
Prompt and appropriate corrective action will be taken in response to any finding of improper conduct involving financial matters.
On a quarterly basis, or any earlier if so required, the Chairman of the Audit Committee shall report to the AerCap Board of Directors all complaints on financial matters received that quarter and what steps were taken to address them.

Co-operation
All employees are obligated to fully co-operate with and assist in any investigation concerning financial matters. AerCap expects management at all levels to handle all matters concerning such matters seriously, confidentially and promptly.

Feedback
Unless the report was submitted anonymously, the Chairman of the Audit Committee will, within thirty (30) days after receipt of the report, inform the employee who reported the concern under the whistle blower procedure, what steps, if any, are being undertaken, especially whether an investigation will be conducted.
If an investigation is conducted, the employee who reported the concern under the whistle blower procedure may receive general information on the progress and the outcome upon request, unless giving such feedback would be detrimental to the investigation.

Records
A log is maintained by the Compliance Officer of all whistle blower reports concerning financial matters; actions performed; the status of the investigations; dispositions; and any corrective actions. Attorneys retained by the Audit Committee to assist in investigations will make and retain appropriate records of their activities, which will be subject to AerCap’s attorney-client privilege.

Confidentiality
All whistle blower reports will be handled in a confidential manner. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation of the report and to perform subsequent remedial measures.

Protection
Any employee who reports a concern regarding financial matters, which the employee reasonably believes, or may reasonably believe, to be true (excluding a false report), will be given protection for such reporting.
This protection means that AerCap will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment, because of such report.
AerCap does not tolerate any form of threat, retaliation or other action against an employee who has made or assisted in the making of a report concerning financial matters. Any such threat, retaliation or other action should immediately be reported to the Audit Committee.

False reporting
If an employee makes a report concerning financial matters that he or she knows or reasonably should know to be false, he or she will be subject to disciplinary action which may involve termination of employment. False reporting could also lead to civil or criminal prosecution. AerCap does not indemnify or reimburse any employee who has made a false report for costs or other consequences related to such false reporting.

Disciplinary action
If the Audit Committee concludes, following an investigation involving financial matters, that disciplinary measures involving specific employees are necessary, the Chair of the Audit Committee shall recommend such measures to the Board of Directors. If so directed by the Board of Directors, it is the responsibility of Aercap’s management to implement such disciplinary measures.

Direct reports to Chairman of Board of Directors
In the case of any individual who reports directly to the Chairman of the Board of Directors, the persons or committee handling the report will abide by this procedure as much as possible. The employee making the report will be afforded all protections provided under this procedure.

DEFINITIONS

“Subsidiaries or subsidiary” shall mean all companies or other legal entities owned and/or controlled by AerCap Holdings N.V.
“Employee” shall mean any employee of AerCap including any director of AerCap Holdings N.V. or a subsidiary of AerCap Holdings N.V.

REQUIRED FORMS AND INSTRUMENTS

1. Reportline independently operated toll free hotline

APPLICABLE

Mandatory to all staff

AerCap Whistle Blower Procedure for Expressing Concerns Relating to Non-Financial Matters (“AerCap Whistle Blower Procedure for Non-Financial Matters”)

OBJECTIVE

AerCap’s Board of Directors has established this procedure to facilitate reporting of possible illegal or unethical behavior, other than accounting, internal controls and auditing matters (for which a separate procedure has been established), in compliance with applicable law (referred to below as “whistle blower reports”). The procedure is designed with a view to create an atmosphere in which employees feel free to file complaints concerning non-financial matters without fear of retaliation.

BACKGROUND RISKS

POLICY

AerCap Holdings N.V. and its subsidiaries (“AerCap”) encourage all AerCap employees to promptly report any breach or suspected breach of any law, regulation or the AerCap Code of Conduct or any other illegal and/or unethical behavior (ref definition of “breach” below). As reflected in these procedures, all such reports will be investigated promptly and with strict confidentiality. Aercap will not retaliate or take any adverse action against employees for filing a report under this procedure or assisting another employee in doing so. Intentionally making a false report will lead to disciplinary action.

PROCEDURES

AerCap Whistle Blower Procedure Introduction
AerCap is committed to sound business conduct and therefore manages its business according to the AerCap standards and the AerCap Policies and Procedures, including the Code of Conduct, which require an ethical and transparent way of conducting business.
Rules and regulations, including the Dutch corporate governance code (Code Tabaksblat) require that procedures are established for the confidential, anonymous submission by employees of concerns regarding illegal and/or unethical behavior. These rules generally also make it unlawful to retaliate against an employee who, in good faith, “blows the whistle”.
This procedure clarifies the rights and obligations of:
1) Any employee who makes a report under this Whistle Blower Procedure;
2) Any member of management who receives such report, and
3) Any person carrying out the investigation under this Whistle Blower Procedure, and
4) The Chief Legal Officer of AerCap and any other person mentioned in this Whistle Blower ProcedurResponsibility

This Whistle Blower Procedure is maintained and executed under the responsibility of the Compliance Officer of AerCap on behalf of the CEO of AerCap and the Chairman of the Board of Directors of AerCap.

Scope
This procedure applies to all employees of companies and joint ventures controlled by AerCap worldwide. Complaints relating to financial matters are not covered by this procedure, as a specific procedure is provided in 07B.06A AerCap Whistle Blower Procedure for Expressing Concerns Relating to Financial Matters (“AerCap Whistle Blower Procedure for Financial Matters”).

Non-exclusive procedure
This AerCap Whistle Blower Procedure does not replace in any way, and is in addition to, the procedures for employee complaints relating to financial matters, for which there are other established policies and procedures, including the AerCap Whistle Blower Procedure for Financial Matters (ref P&P 07B.06A). In case of any conflict between this AerCap Whistle Blower Procedure and applicable mandatory law, the applicable mandatory law shall prevail.

Definition of Breach
Breach under this procedure includes:
a. suspected or known breach of the AerCap Code of Conduct, and/or

b. alleged irregularities concerning the functioning of the members of the Board of Directors including its committees, or any member of the group executive committee, and/or

c. other activities believed to be illegal or unethical.

These breaches are hereinafter referred to as “Breach”.

Reporting
Employees are encouraged to promptly report any Breach they reasonably believe has taken place, is taking place, or will take place.

Anonymity AerCap encourages employees to report any Breach directly and openly as provided herein. It is possible to file a report anonymously. However, please note that anonymous reporting may hinder or complicate any investigation that may follow and may prevent appropriate action from being taken.
Procedure for reporting:
Employees may report the Breach to:

a) Any Breach
Subject to b) and c) below, the report shall be addressed to: • The CEO of AerCap Holdings N.V.; or • The CEO of any of AerCap’s main operating entities (AerCap Group
Services B.V., AerCap Ireland Ltd. or AerCap Inc.); or
• AerCap Human Resources staff.

b) Breach relating to the CEO of any of AerCap’s main operating entities Any Breach relating to the CEO of any of AerCap’s main operating entities shall be reported to the CEO of AerCap Holdings N.V.
c) Breach relating to Directors of AerCap Any Breach relating to any of the Directors (including the CEO of AerCap Holdings N.V.) shall be reported directly to the Chairman of the Board of Directors. Contact details:
Mr. Pieter Korteweg (Chairman of the Board of Directors of AerCap Holdings N.V.) Oude Utrechtseweg 16 3743 KN Baarn The Netherlands
pkorteweg@cerberusglobal.nl
d) Breach relating to the Chairman of the Board of Directors Any Breach relating to the Chairman of the Board of Directors of AerCap Holdings
N.V. shall be reported directly to the Chairman of the AerCap Audit Committee:
Mr. James Chapman 14 Alpine Road Greenwich CT, 06830-3435 USA
JNC1962@optonline.net

Breaches can also be anonymously reported via the Reportline, an independently operated toll free hotline in the United States at:
1-800-971-6042 (from USA; from other countries with use of international access code)

Content of report
Reported Breaches that do not provide relevant details are difficult to investigate. To allow a prompt and thorough response, which could include an investigation, reports should contain as much information as possible, including the person(s) involved, any witnesses, the location of any other information that would assist in investigating the concerns, and any supporting documentation.

Distribution
The person who receives the reported Breach immediately conveys the report to the person in charge of the possible investigation and to the Compliance Officer, in line with the diagram at the end of this Whistle Blower Procedure.

Acknowledgement of receipt
Receipt of the report, unless submitted anonymously, is acknowledged within seven (7) working days or any sooner, unless acknowledgement within such timeframe is not reasonably possible. The acknowledgement will contain an indication of the timeframe in which the investigation is expected to be completed, if reasonably possible.

Investigation
The following procedure is put in place to assess the reported Breach and to ensure that the Breach is investigated, to the extent necessary, in a prompt and adequately thorough manner.
The person in charge of the possible investigation (as per the diagram at the end of this Whistle Blower Procedure) shall determine whether there is justification for an investigation and how an investigation should be handled, should one be necessary.
The person in charge of the investigation may involve, consult or retain others to assist him with the investigation. Due attention is paid to relevant data protection issues, if necessary with the guidance of the Compliance Officer and/or the Chief legal Officer.
The investigation will be conducted and concluded within reasonable time, dependent upon the nature of the alleged Breach and the circumstances of each case.

Prompt and appropriate corrective action will be taken in response to any evidence of the Breach.

Co-operation
All employees are obligated to fully co-operate with and assist in any investigation. AerCap expects management at all levels to handle all matters concerning such matters seriously, confidentially and promptly.

Feedback
If requested, any employee making a whistle blower report may receive general information from the Compliance Officer on the progress of any investigation resulting from the report and its outcome, unless giving such feedback would be detrimental to the investigation.

Records
A log is maintained by the Compliance Officer of all reported Breaches; actions performed; the status of the investigations; dispositions; and any corrective actions. Attorneys retained to assist in investigations will make and retain appropriate records of their activities, which will be subject to AerCap’s attorney-client privilege.

Protection
Any employee who reports a Breach, which the employee reasonably believes, or may reasonably believe, to be true (excluding a false report), will be given protection for such reporting.
This protection means that AerCap will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment, because of such report.
AerCap does not tolerate any form of threat, retaliation or other action against an employee who has reported a Breach. Any such threat, retaliation or other action should be immediately reported to the Compliance Officer.

False reporting
If an employee reports a Breach that he or she knows or reasonably should know to be false, he or she will be subject to disciplinary action which may involve termination of employment. False reporting could also lead to civil or criminal prosecution. AerCap does not indemnify or reimburse any employee who has made a false report for costs or other consequences related to such false reporting.

Disciplinary action
Employees suspected of a Breach will not be considered guilty unless the allegations or suspicions have been proven and they have been given the opportunity to defend themselves.
It is the responsibility of management to implement any measures (disciplinary or otherwise) deemed necessary as a result of established Breach and on the basis of the outcome of the investigation performed.

Compliance and Reporting
The Compliance Officer monitors that this Whistle Blower Procedure is executed as prescribed. On a quarterly basis, the Compliance Officer shall report to the CEO of AerCap Holdings N.V. of all Breaches received that quarter and what steps were taken to address them. On a quarterly basis, the CEO shall report to the Board of Directors of AerCap Holdings N.V. all Breaches received that quarter and what steps were taken to address them.

DEFINITIONS

“subsidiaries or subsidiary” shall mean all companies or other legal entities owned and/or controlled by AerCap Holdings N.V.
“employee” shall mean any employee of AerCap including any director of AerCap Holdings N.V. or a subsidiary of AerCap Holdings N.V.

REQUIRED FORMS AND INSTRUMENTS

1. Reportline independently operated toll free hotline

2. Reporting, distribution and investigation diagram (ref last page of this procedure)

APPLICABLE

Mandatory to all staff

Version 18 May 2011