Common use of CONDUCT OF THE INVESTIGATION Clause in Contracts

CONDUCT OF THE INVESTIGATION. 1 – Cooperation between prosecuting authorities 34. Airbus Commercial's activity is supported by three export credit agencies: COFACE (now BPI France) in France, UK Export Finance (UKEF) in the United Kingdom and Euler- Hermes in Germany. These agencies allocate between themselves, by country and client, the roles of principal insurer, principal co-insurer and reinsurer. In order to obtain support from these agencies, Airbus is required to provide them with certain information about the contracts in respect of which a guarantee is sought. 35. At the end of 2015, a compliance review established that certain declarations made to UKEF regarding the use of commercial intermediaries within Airbus were incomplete. Since Airbus had a contractual obligation to correct inaccurate information communicated to the export credit agencies, it first drew these irregularities to the attention of UKEF in January 2016, before presenting a more detailed report in March 2016. Following the communication of this information to UKEF, ▇▇▇▇ also informed COFACE and Euler-Hermes of the disclosed irregularities. The initial findings submitted by Airbus to UKEF showed that in some cases, Airbus had provided UKEF with incorrect or inaccurate information concerning the identity of the commercial intermediaries it had used or the amount of their remuneration. 36. On 1 April 2016, Airbus disclosed to the Serious Fraud Office in the United Kingdom (hereafter SFO) that it had identified issues in its UKEF applications. UKEF also forwarded the information provided by Airbus to the SFO, having given prior notification of this to the company. 37. On 6 June 2016, the PNF received an alert from the Director General of the Treasury, on the basis of Article 40 of the Code of Criminal Procedure, passing the information which UKEF had brought to the attention of COFACE. 38. This led the PNF, on 20 July 2016, to open a preliminary investigation on charges of bribery of foreign public officials, forgery and use of forged documents, conspiracy to defraud, breach of trust and money laundering of the proceeds of this offence, and misuse of corporate assets, committed between 2004 and 2016. The investigation was entrusted to the Office Central de Lutte contre les Infractions Fiscales et Financières (OCLCIFF). 39. On 30 January 2017, the PNF and SFO signed a Joint Investigation Team Agreement (hereafter the "JIT") in order to establish a coordinated investigation strategy, to facilitate the collection of evidence and the technical analysis of data, to ensure the sharing of relevant information between authorities in accordance with the provisions of Law No. 68-678 of 26 July 1968, known as "the blocking statute", and to use this evidence with a view to bringing criminal charges or concluding settlement agreements. 40. The considerable number of documents collected by Airbus as part of its internal investigation (more than 30.5 million from more than 200 custodians) led to the development of new procedures to filter out classified information or information covered by attorney- client confidentiality, and to identify and analyze documents which were likely to be relevant to the judicial investigation. Throughout this investigation, Airbus kept the JIT informed of the results of its internal investigations via numerous presentations and the production of documents (contracts, bank documents, e-mail exchanges, transcripts of interviews with employees, etc ). These presentations focused on the sales campaigns where, on the basis of the information gathered initially, there were indicators of offences having been committed, and which the JIT had accordingly identified as priorities. 41. In parallel, commencing in late July 2016, the PNF and ▇▇▇▇▇▇▇ conducted their own investigations, independently of the internal investigation conducted by Airbus, by carrying out an independent review of the relevant documents produced by Airbus, by conducting a large number of interviews of current and former Airbus employees, as well as of consultants and commercial intermediaries, by conducting search and seizure operations which facilitated the gathering of additional evidence, and by issuing several international mutual legal assistance requests. 42. The JIT's investigation covered all of the commercial intermediaries which were engaged by one of Airbus' divisions or subsidiaries up until 2016, i.e. more than 1,750 entities across the world. The JIT focused more particularly on Airbus' relations with 110 of these commercial intermediaries in respect of which red flags had been identified, and from which the JIT selected several investigation priorities. 43. The JIT agreement resulted in a division of these investigation priorities between the PNF and the SFO. The PNF focused its investigations more particularly on the conduct of Airbus, its divisions and/or its subsidiaries in the following countries: United Arab Emirates, China, South Korea, Nepal, India, Taiwan, Russia, Saudi Arabia, Vietnam, Japan, Turkey, Mexico, Thailand, Brazil, Kuwait, Colombia. The SFO focused its investigations on the conduct of Airbus, its divisions and/or its subsidiaries in the following countries: South Korea, Indonesia, Sri Lanka, Malaysia, Taiwan , Ghana and Mexico. 44. Within this scope, the PNF and SFO each selected a representative sample of the markets and concerns involved. 45. In accordance with the JIT agreement, the PNF shared the evidence gathered in the course of its investigation with the SFO. To ensure compliance with the blocking statute, Airbus communicated the documents resulting from its internal investigation only to the PNF, which forwarded them to the SFO in accordance with the provisions of article 694-4 of the Code of Criminal Procedure. On its part, the SFO also shared with the PNF the evidence obtained during the course of its own investigation. 46. The United States Department of Justice ("DOJ") has opened a parallel investigation into violations of the Foreign Corrupt Practices Act ("FCPA") and International Traffic in Arms Regulations ("ITAR") 1. The Department of State ("DOS") also conducted its own investigation into violations of the ITAR regulations. The PNF also shared some of the evidence from its investigation with the DOJ, in accordance with the provisions of Law no. 68-678 of 26 July 1968 and article 694-4 of the Code of Criminal Procedure.