IMERYS GROUP STANDARDS

Policy
Antitrust
CG-EV-03

Scope Applicable to all legal entities

Group Legal Department

Contact
Contact: charlotte.beauchataud@imerys.com

Denis MUSSON (Group General Counsel &

Approvers
Company Secretary)

Application date January 1, 2018

Version 2

Related documents

1. Context

2. Objective
CONTENT

3. Scope

4. General statements

5. Guidelines

6. Implementation
IMERYS GROUP STANDARDS
Policy of antitrust

1. CONTEXT

Over one hundred jurisdictions around the w orld now have antitrust law s (referred to in some
countries as “ competition law s” ). While they differ in certain respects, the general principles
underlying these law s are the same.

Antitrust law s prohibit agreements and conducts that prevent, restrict or distort competition and
conduct that constitutes an abuse of dominant position.

Violation of the antitrust law s may result in severe criminal penalties (including jail terms in the
US, UK and France) and administrative penalties (w ith amount s that can reach millions of USD or
EUR) as w ell as in the disqualification of directors in certain jurisdictions. In addition, in most
jurisdictions, private and government al parties may file civil law suits to recover money damages
resulting from such violation.

2. OBJECTIVE

Imerys is committed to fair and ethical competition, and thus to full compliance w ith antitrust
law s, in all the Group businesses and in all countries w here they operate. Keeping this
commitment requires Imerys to take the necessary measures to educate its employees and make
sure that they understand such antitrust law s and regulations. Imerys antitrust policy is part of
this continuing legal education effort.

3. SCOPE

This policy applies to all Imerys Group entities:

exclusively or jointly controlled by Imerys SA, directly or indirectly,
irrespective of their location.

4. GENERAL STATEMENTS

Imerys employees are required to report and inform management, or preferably the Legal
Department, about any possible breaches of Imerys Antitrust Policy, including by third
parties, that they may identify. A deliberate and w illful failure by employees to comply w ith
this Policy w ill be view ed very seriously, and may result in disciplinary action up to
dismissal.

Imerys Antitrust Policy does not intend to make you an expert in all aspects of the antitrust
law s of all the jurisdictions in w hich the Group does business. Instead, the Policy aims to
assist you to recognize the areas in w hich the antitrust law s may apply, to understand
certain basic principles, and to know w hen legal advice may be needed.

It is your obligation to read, understand and use Imerys Antitrust Policy. You should alw ays
feel free to discuss any questions you may have in respect of t his Policy or as to the
propriety or legality of any actual or proposed business practice w ith Imerys management
and Legal Department.

In addition, Imerys has conducted and w ill continue to conduct training programs for those
of its employees w ho could be the most exposed to potential antitrust issues. Imerys may
make such training mandatory for certain groups of employees.

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IMERYS GROUP STANDARDS
Policy of antitrust

5. GUIDELINES

5.1. General guidelines

If you are unsure whether a certain conduct is legal, check with the Legal Department.

Exercise common sense and independent business judgment.

Do not discuss Imerys business with antitrust authorities without clearance by the Legal
Department.

5.2. When meeting or otherwise engaging with competitors

Do not agree with competitors on restrictions of competition. In particular do not agree on

prices, product markets, customers, sales territories, bids, capacity, to slow or w ithhold
innovation, or actions relat ed to suppliers (boycotts).

Do not discuss confidential and sensitive information with any competitor, i.e.: prices,
margins, rebates, market conditions, specific customers conditions, bids, terms of trade,
production costs, marketing plans/strategies, plans to expand or reduce production capacity,
competitors, competition, or any confidential and sensitive information w ith respect to any
product in w hich Imerys competes, regardless of the geography.

Exercise caution when announcing new pricing publicly. Some authorities have started
to consider that under certain circumstances public statements about upcoming pricing
changes as signaling and have suggested they are violations of the antitrust law s. This
is the case especially if they lead to seemingly coordinated price increases by
competitors. Consistent historical announcement practice should be safe, but avoid
even the appearance of coordination of such price changes w ith your competitors. If in
doubt, coordinate public announcements w ith the Legal Department.

Prepare an agenda and minutes for every meeting. Meetings w ith competitors must be
based on clearly defined and legally permissible topics. You should define those topics w ith
the other participant (s) of the meeting in advance and in a w ritten agenda. Avoid any open-
ended or vague items, such as “ state of the market” , “ raw materials pric ing” , or “ demand” .
After the meeting, set up minutes that summarize the main content of the
meeting/discussions.

Do not tolerate anticompetitive behavior. Immediately end any contact or meeting, if a

competitor tries to discuss any of the above-mentioned topics.
As a first step, make it clear that it is illegal to discuss these topics and that you may
be forced to end the meeting.
In case your competitor continues to discuss anticompetitive topics, you have to end
the discussions and the meeting altogether. Prepare minutes and report to your line
manager on the content of the meeting.

That said, you can negotiate and conclude commercial agreements with a competitor, e.g.
regarding toll manufacturing, supply and sourcing, IP licensing, joint R&D efforts, M&A
opportunities. Make sure to carefully vet these discussions and agreements w ith the Legal
Department from an antitrust point of view in advance of any meeting or implementation.

5.3. When participating to trade association meetings

Obtain authorization from your management to participate to trade association activities.

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IMERYS GROUP STANDARDS
Policy of antitrust

Keep an agenda and minutes for every meeting. Only participate in a meeting if an agenda is
available and lists the relevant items for discussion. Make sure that the minutes include a
list of participants and summarize the main content of such discussions.

Do not discuss any specific company data and confidential and sensitive information (see
previous section). Do not share your view s of w hat the price trend should be in your
opinion.

Be prepared to leave the room and do leave the room if the discussion continues to contain
confidential and sensitive information. Make sure that your decision to leave the room is
documented in the minutes. Discuss w ith your line manager immediately and consider next
steps, including w hether the Legal Department should be briefed.

You can engage, for example, in technical standard-setting, lobbying initiatives,

benchmarking and joint petitions to authorities. Associations may also produce market
statistics. How ever, make sure that any data or statistics t hat are shared contain only
properly aggregated information. If any doubt, request an antitrust review prior to the start
of the activities.

5.4. When meeting with distributors

Do not discuss the resale price set by your distributors for their products.
Avoid any suggestion that the distributor should change its price in one w ay or the
other.
Recommended resale prices are still permissible. How ever, avoid any contact/discussion
in this respect that goes beyond w hat is necessary to communicate the resale price
recommendations.

Do not identify the customers to which your distributors may sell without prior clearance
from the Legal Department. Avoid any suggestion that a distributor should or should not
supply certain customers or deal w ith certain competitors or other business partners.

Customers can disclose to you offers made by Imerys competitors but do not proactively
ask them to do so. If you receive information related to a competitor, keep evidence of the
source of the information (e.g. in your client report , state that the client gives you this
information). If the information is computed in a table, you should state the source to avoid
the appearance of an infringement (i.e. information that w ould illegally come from your
competitor directly).

5.5. When meeting with suppliers

Do not discuss with your suppliers who they should or should not supply to, without prior
clearance from the Legal Department.

You can discuss the specification and quality of products sourced, the pricing of the
supplier, your margins, cost and any other parameters with the supplier.

In addition, suppliers can disclose information about their other customers to you (unless
bound by confidentiality obligations) but do not force them to do so. Also in this context,
you should avoid even the appearance of organizing a cartel via your suppliers. Such
concerns may arise in particular w here disclosures about conditions granted to competitors
become frequent and systematic.

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IMERYS GROUP STANDARDS
Policy of antitrust

5.6. Specific obligations applicable to dominant market positions

Certain specific obligations apply only to dominant market positions, when in doubt do
confirm with the Legal Department such application.

Imerys entities are often presented as leader on their market. How ever, determining w hether
Imerys or a division is dominant on their relevant market s is not a straightforw ard issue. General
starting point is a market share of 40% in Europe and a market share of 30% in the US, but the
market share calculation depends on the market definition to be adopted from a regulatory
standpoint. The market definition takes into account the product definition (and applications),
potential substitution w ith other products and geographical scope (global, regional, local). When
you believe such specific obligations applicable to dominant positions might apply to your
operations or one of its lines of products, you should confirm this application w ith the Legal
Department .

If in a dominant position, in particular, do not request that a certain customer or supplier

does not deal with a competitor.

If in a dominant position, obtain clearance from the Legal Department for:

exclusivity arrangements;
refusal to supply a specific customer, or decision to terminate the customer contract;
bundling of different products (e.g. one dominant, the other not);
the decision to treat a customer differently from other customers;
the decision to sell products below production costs (predatory pricing);
most-favored nations clauses.

5.7. Communication rules

When creating documents, emails or other records, do not use any language that may be
misinterpreted if read by an anti-trust authority and w ould suggest that you or Imerys
tolerates or is involved in any anticompetitive behavior. Also avoid language that overstates
the market position or the competitive strength of Imerys. Be aw are that any document or
email may become subject to review by antitrust authorities. For example:
Do not use language w hich may imply illegitimate action such as " For your eyes only" ,
" Destroy after reading" or speculate in a document w hether particular conduct is legal
or illegal.
In the context of M&A transactions or in product markets w here Imerys has a high
market share, do not use language w hich might create unfounded suspicions of abusive
use of market pow er or predatory intention. Such comments include terms as: “ pricing
pow er” ; " pushing/kicking/squeezing competitors out of the market" ; " Never let them be
successful" ; " This requires a stay-out pricing policy" ; " We have become more dominant
in that sector this year" (indeed, avoid all references to " dominance" );" They have no
option but to accept these terms" .

Always note the source of information on competition, such as market data, or any
information on competition (including internal source).

Always refer any request from an antitrust authority or an outside antitrust lawyer to the
Legal Department.

5.8. Specific employee obligations

All employees are obliged to read, understand and comply w ith the Antitrust Policy at all
times w hen conducting business of Imerys.

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IMERYS GROUP STANDARDS
Policy of antitrust

Each employee is obliged to report violations of the Antitrust Policy to the Legal Department
w ithout undue delay.

All relevant employees are obliged to participate in training offered on those guidelines by
the Legal Department in regular intervals.

All employees may be required to receive certification of compliance w ith this Antitrust
Policy at regular intervals.

6. IMPLEMENTATION

6.1. Communication

This Policy must be disseminated as w idely as possible:

w ithin the Group and its affiliates including jointly controlled entities,
to the General Managers, Financial Controllers, Sales and Purchasing positions,
w ith the support of the Group Legal Department.

6.2. Controls

The Group Internal Audit & Control Department may perform tests to verify compliance w ith
this Policy.

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