•Engage in any transaction involving BD Securities while in possession of material non-public information regarding BD. This includes (i) purchases and sales of stock, convertible securities and other securities such as bonds, (ii) gifts of stock, and (iii) increasing or decreasing investment in BD Securities through a retirement account. This applies to BD Securities wherever held, including in your personal brokerage account;

•Disclose any material non-public information about BD (known as “tipping”) to any persons within BD whose jobs do not require them to have that information, or outside of BD to any other persons. This includes but is not limited to Family Members, Controlled Entities, friends, business associates, investors and expert consulting firms but does not include persons who have confidentiality agreements with BD or a duty of confidentiality to BD; or

•Give any advice or make recommendations regarding the purchase or sale of BD Securities.

Material information is any quantitative or qualitative information, either positive or negative to BD, which a reasonable investor would likely consider important in deciding whether to buy, hold or sell BD Securities.

Information is non-public if BD has not widely disseminated the information to the public through (a) a press release over a national wire service, (b) a previously-announced publicly accessible webcast or (c) BD’s reports filed with the SEC. The information must be disseminated in a way that makes it generally available to investors on a broad-based, non-exclusionary basis.

Information should not be considered “public” until twenty-four hours after the information has been disseminated to the market. For example, if BD issues an earnings release on a Monday before the opening of the market, the information contained in the release would be considered “public” upon the opening of the market the following Tuesday. In certain circumstances, BD may determine that a longer period is required with respect to the release of certain information.

Prohibition on Short Sales and Derivatives. Trading in options or other derivatives is generally highly speculative and very risky. People who buy options are betting that the stock price will move in a particular direction. For that reason, when a person trades in options in his or her employer’s stock, it will arouse suspicion from regulators that the person was trading on the basis of inside information, particularly if the trading happens to occur before a company announcement or major event. It may be

•short sales of BD Common Stock (that is, selling BD Common Stock that you do not own and borrowing shares to complete the sale); or

•hedging or other transactions involving options* (including exchange-traded options), puts, calls, forward contracts equity swaps, collars or other derivatives involving BD Securities.

Prohibition on Margin Accounts and Pledges. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in BD Securities, directors and employees are prohibited from holding BD Securities in a margin account or otherwise pledging BD Securities as collateral for a loan.

Event-Specific Restricted Periods. In addition to Regular Restricted Periods, the General Counsel may, without explanation, impose restrictions on trading (including the imposition of a pre-clearance requirement) (an “Event-Specific Restricted Period”). This restriction could cover all BD employees, or only a specific group of BD employees. The imposition of an Event-Specific Restricted Period may itself be material non-public information that should not be shared with anyone.

Savings Incentive Plan and Other Plans. The acquisition of BD Common Stock pursuant to regular, pre-determined contributions to any of BD’s stock-based benefit plans, including the BD 401(k) plan and any deferred compensation plan, is exempt from this policy.

•transfers of funds into or out of the BD Common Stock Fund under the 401(k) plan, any deferred compensation plan or other stock-based plans; and

•in-service withdrawals or loans from your 401(k) plan account, or pre-payments of any 401(k) plan loan, if doing so would result in either a liquidation of some or all of your account balance allocated to the BD Common Stock Fund or an allocation of additional funds to the BD Common Stock Fund.

Equity-Based Compensation. Generally, the exercise of stock options or SARs is permitted at any time if you hold the shares acquired upon exercise and do not sell shares on the open market. However, a cashless exercise that results in a sale to the market in connection with the exercise may not be executed during Regular Restricted Periods or any Event-Specific Restricted Period to which you are subject. The shares you acquire upon exercise are always subject to the policy and you may only sell them when permitted under the policy.

Except as prohibited by applicable law, BD employees have an obligation to report non-compliance with BD policy, both their own non-compliance or the non-compliance of another BD employee or a third party, to their supervisors, Human Resources, the Law Group and/or the Ethics & Compliance Department. The BD Ethics Helpline allows for anonymous reporting of non-compliance except to the extent such anonymous reporting is not allowed by law. You can reach the Ethics Helpline through the phone numbers or website identified on the Ethics & Compliance page on the Maxwell intranet site. You can also report matters via email: ethicsoffice@bd.com.