The Nordea Code of Conduct provides additional requirements in this area.

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1 Group Directive Document Title 6.3 Anti-Bribery and Corruption Policy Entry into force Purpose and scope The President of Nordea Bank AB (publ) and Chief Executive Officer of the Nordea Group (CEO) in Group Executive Management has issued this policy, which was last updated on17 November 2014 This policy set forth procedures to identify practises including bribery and corruption and prevent Nordea being involved in any such practices. All employees of the Nordea Group, including non-permanent staff and external collaboration partners 1 working on behalf of Nordea are subject to this policy. It is the responsibility of each manager to ensure that this policy is where relevant known and conformed to within his/her respective area of responsibility. The Nordea Code of Conduct provides additional requirements in this area. 1(5) Page 1 Introduction Beside legal risks, bribery and corruption represents reputational risks, distorts competition and can jeopardize trustworthiness. Therefore, Nordea has zero tolerance towards bribery and corruption. Nordea expects employees, business partners, suppliers and contractors to act with integrity and without actions involving bribery and/or corruption. In the Corporate Citizenship Principles and in the Nordea Code of Conduct it is stated a commitment to ethics, honesty and sincerity and a commitment to not offer, request or accept unwarranted gifts and payments. 2 Scope 2.1 Bribery and Corruption It is contrary to Nordea s business standards and prohibited for Nordea employees and other persons and entities working on behalf of Nordea to engage in activities that involves bribery and corruption. Bribery is regarded as a criminal offence in most jurisdictions globally and thus defined in various ways. However, in general terms bribery can be described as a promise, offer/acceptance or transfer of an advantage in order to induce or reward improper performance related to a commercial arrangement or public affairs. Corruption encompasses various actions, which in general terms can be described as the abuse of entrusted power for private gain. 1 See section 5.2 below

2 2 (5) Page 2.2 Public/Private sector Bribery of public officials is illegal. Public official means any person holding a legislative, executive, administrative or judicial office, whether appointed or elected; any other person who performs a public function or provides a public service; as well as any other person defined as a public official in the local law. Bribery of persons working in the private sector is also in most cases illegal under local laws and international conventions. 3 Roles and responsibilities All employees are responsible for preventing, detecting and reporting bribery and corruption. Business line managers have the primary responsibility for overseeing that his/her unit complies with this policy. Group Compliance has the overall responsibility for setting the framework for antibribery and corruption management. Compliance Officers are responsible for supporting the management and staff in activities preventing bribery and corruption. 4 General requirements Nordea requires employees and others working on behalf of Nordea: Not to offer any bribe or any other unauthorised payment or inducement of any kind to anyone, or solicit business by offering any bribe or unofficial payment to current or intended customers or external collaboration partners. To refuse any kind of gift, benefit, payment or invitation that would not be authorised by Nordea in the ordinary course of business and to do so in a manner that is not open to misunderstanding or giving rise to false expectation; and to report any such offers, see further section 6 below. Not to make facilitation payments, see section 5.4 below. To treat personal friends, in a customer or business situation, in the same way as any other customer or business relationship. In cases with close relationships where a conflict of interest can arise employees should not participate in business transactions. To report any breaches of this policy, related instructions and guidelines or of any associated legislation, see further section 6.

3 3 (5) Page 5 Specific situations 5.1 Gifts, benefits and events It is part of normal business activity to build relationships with customers and partners. However, any hospitality must be offered or received openly, i.e. known to the immediate manager, in good faith and leave no room for misunderstanding. No hospitality can be offered or accepted where conditions, whether expressed or implied, are attached. The appropriateness depends on the circumstances there is no clear acceptable level of value. Public officials should be treated with extra cautiousness and any gift, benefit and event should be approved by immediate manager and reported to the Compliance Officer. Nordea adheres to a restraint culture when it comes to gifts and benefits, and events should include a portion of professional content. Further guidance and reporting obligations are provided in appendix External collaboration partners In this policy external collaboration partners include but are not limited to: a person, company or other legal entities that perform services for or on behalf of Nordea and for example include agents, subsidiaries, joint ventures, consultants, lawyers and suppliers. Risk based due diligence should be conducted as an anti-corruption procedure on external collaboration partners. Enhanced and continuous due diligence is needed when the collaboration partner is operating within a corruption sensitive area/business or in a country ranked with high risk for bribery and corruption (please see attached link) 2. Such enhanced and continuous due diligence is also compulsory when business partners, or anyone associated with them, have a history of a bribery and corruption incident. Nordea takes reasonable care to control its affairs (payments, transactions etc.) through external collaboration partners, with a risk based approach following guidance given by Group Compliance. 5.3 High risk services, sectors and countries Certain services provided are more exposed to bribery and corrupt activities than others, e.g. provision of finance and/or involvement in transactions linked to major project initiatives. Such risk is perceived to increase in certain business sector/industry if the project involves e.g. public sector infrastructure/construction project or the exploitation of natural resources. 2

4 4 (5) Page Transactions where PEPs 3 or their close relatives, or associates to such persons, are involved are commonly considered to increase the inherent risk of bribery and corruption due to the possibility that these persons may misuse their power and influence for personal gain and/or use their close relatives or associates to conceal funds or assets resulting from bribery or corruption. Business activities by Nordea or on behalf of Nordea customers in countries exposed to higher level of corruption and bribery should be identified and carefully assessed and monitored. The business records must always accurately reflect the true nature of the transaction in all situations, including the above mentioned. 5.4 Facilitation payments Facilitation payments are small payments made to secure or accelerate routine government procedures, for example to obtain licences, permits or other documents to qualify to do business in a foreign country or to secure custom clearance. Nordea does not permit such facilitation payments to public officials, even if the payments are of insignificant value. If faced with a situation where a facilitation payment is perceived as impossible to avoid, e.g. medical or safety emergencies, common sense must be applied. If possible your immediate manager and/or Compliance Officer shall be contacted for advice before such payment is made or as soon as possible thereafter. Further, the payment shall in some way be documented. 5.5 Sponsoring and offering of product packages Sponsoring is a common element in business-to-community relations and means of marketing. Sponsoring should be performed in an open and transparent manner, leaving no room for doubts about the legitimacy or appropriateness of the arrangements, or the motives or consequences for the parties involved. 5.6 Political Contributions It is Nordea policy not to make political contributions. 6 Reporting Nordea encourages openness and will support anyone who raises genuine concerns in good faith under this policy. A manager or Compliance Officer should be notified of any misconduct stated in this policy. If an employee, or anyone else providing services for Nordea is not confident using the ordinary reporting line, there is a possibility to report anonymously. 3 PEPs: persons who are or have been entrusted with prominent public functions and immediate family member, or persons known to be close associates of such persons

5 5 (5) Page 7 When in doubt In order to ensure compliance with this policy each employee in doubt regarding the entering into a transaction, agreement, accept/offer a gift as well as arranging or participating in events, is to discuss the matter with the immediate manager and/or Compliance Officer before acting. When in doubt it is the responsibility of each manager to contact the Compliance Officer in the manager s organisation, alternatively Group Compliance for advice and clarification. None of the above exempt from personal responsibility and it is the obligation of each employee and others working on behalf of Nordea to abstain from a business activity that might violate this policy. Applicable This policy applies to Nordea Bank and, subject to local regulations, to its subsidiaries. Where required for implementation this policy is to be resolved by the Board of Directors in the subsidiary concerned. It was resolved by the Board of Directors of Nordea Bank Danmark on 16 December 2014 Nordea Bank Finland on 16 December 2014 Nordea Bank Norge on 16 December 2014 that this policy applies in relevant parts for the respective company. Responsible unit and contact Group Compliance is responsible for establishment and maintenance of this policy and for supporting and monitoring the implementation within the Nordea Group. Group Compliance may issue supplementary instructions/guidance on anti-bribery and corruption procedures. In addition hereto the Compliance organisation provides support and advice to the Business Areas and Group Functions regarding compliance with this policy. Contact person: Heidi Suila