Amvest Vastgoed BV Amvest Code of Conduct Designed to promote honest, transparent, prudent and socially responsible conduct 1. The Amvest Code of Conduct obliges and explains 1.1 Part of the contract/employment contract The board, management and employees of Amvest Vastgoed BV (hereinafter referred to as Amvest ) operate in accordance with the Amvest Code of Conduct, which is based on integrity and respect. The Amvest Code of Conduct represents an instruction that is binding on all individuals who have signed employment contracts with Amvest (Management BV), as well as applying to anyone performing work for Amvest under other types of contracts. The Amvest Code of Conduct forms an inextricable part of the individual contract/employment contract. 1.2 Based on conviction All employees endorse the Amvest Code of Conduct based on their personal conviction: I will work only based on these rules. The Code of Conduct sets out our actions and explains our procedures to clients, shareholders, suppliers, partners in the public and private sectors, and other stakeholders. These are our principles and rules for honest, transparent, careful and socially responsible conduct. The board and employees of Amvest believe it is vital that all parties involved can maintain their trust in Amvest in the long term. Cooperation with Amvest represents cooperation with an honest and reliable partner, based on the motto Say as you do and do as you say. The Code of Conduct described in articles 2 to 5 apply to anyone working for or on behalf of Amvest. Any references to employee(s) refer to all employees, managers, board members and others who have signed a contract/employment contract with Amvest, as described in paragraph 1.1. 1.3 Can be checked against existing codes Amvest is a member of the Association of Institutional Property Investors in the Netherlands (IVBN) and the Netherlands Association of Property Investors (NEPROM). We endorse the IVBN Code of Ethics (June 2008) and the NEPROM Code of Conduct (December 2011), which form the basis for the Amvest Code of Conduct. They are enclosed with the Amvest Code of Conduct and apply in full to Amvest. Based on the NEPROM and IVBN Codes, we aim to make our conduct verifiable. The Amvest Code of Conduct serves as a guideline for how those employed by Amvest conduct themselves in their dealings with third parties, as well as providing for conduct within the organisation itself. We publish the Amvest Code of Conduct on the Amvest website and ensure that all employees become aware of it. 1
2. Our responsibility towards commissioning parties and clients 2.1 In accordance with laws and regulations Amvest complies with generally accepted social standards and values, as well as with local laws, rules and regulations. Amvest employees refrain from any actions that violate European and Dutch competition law and from any other punishable conduct in their dealings with commissioning parties and clients. 2.2 Separation of business and personal life Employees do not maintain professional (i.e. financial or comparable) relationships with individuals who have, either directly or indirectly, personal ties to (an) individual(s) or legal entity/entities with whom or with which Amvest maintains a business relationship. They do not enter into such relationships without the express prior consent of the Amvest board. 2.3 Conflicts of Interest Although Amvest and its employees comply with the applicable laws and regulations, situations may occur where the interests of commissioning parties and clients or the interests of commissioning parties, clients and Amvest conflict (or could potentially conflict) with each other or appear to conflict with each other. In such an event, we will always be open towards commissioning parties and clients and explain to them what they can expect from us. We inform them about the procedures we have designed in order to identify and manage Conflicts of Interest. 2.4 Gifts and invitations Contracts are won and performed, and property development projects are developed, within the parameters of a business relationship. Amvest employees do not award or deliver gifts and free services or products to any parties whatsoever: commissioning parties or potential commissioning parties, clients, business associates of clients or potential clients, or business associates of third parties with which we maintain professional relationships. We also do not accept any gifts, free services or products from such parties, and accept only small tokens of appreciation, provided they do not oblige the recipient to anything. We do not permit gifts that can be converted into cash or cash equivalents. Employees must always report any gifts with a value of 100 or more to their immediate supervisor and the Compliance Officer. If an employee is embarrassed by a gift, he or she must immediately report this to the immediate supervisor and the Compliance Officer. In consultation with the latter, the immediate supervisor subsequently determines what constitutes ethical conduct in this case. Any payments that could potentially cause embarrassment to Amvest are not permitted; in this case, both the amount and the nature of the payment are factors to be considered. In the event of doubt, employees will consult with the Compliance Officer. Amvest employees are not permitted to accept invitations to events or trips without the express consent of their immediate supervisor. We always report such invitations to the Compliance Officer. 2.5 Accounts and controls We record any transactions conducted with commissioning parties or clients in our accounts (in writing) in accordance with the applicable procedures. The administration of each project is always correct, comprehensive and transparent. Invoices comply with statutory rules and business practices and are designed such that they provide detailed information on the service provided. 2
Amvest abides by the principle that, in transactions that represent a substantial interest, two Amvest representatives must be involved at all times who have an understanding of all the facts and circumstances relevant to the transaction concerned. We never agree to, or accept, cash payments. 2.6 Quality and sustainability Amvest aims to contribute to the sustainable development of the built environment. In making policy decisions, we focus on the quality and sustainability of the property and the related services, subject to the requirements for responsible business operations. 3. Our responsibility towards our business partners 3.1 Delivering on trust Amvest places trust in its business partners, shareholders, suppliers, contractors and subcontractors, partnership partners, consultants, and other service providers and governments, and we expect them not to violate this trust. Amvest expects the business partners we engage to be bona fide and competent, and our business partners have a right to expect the same from Amvest. 3.2 Laws and regulations In our business dealings with our business partners, we make objective and professional assessments in awarding contracts and cooperation. We gather information on business partners or competitors in compliance with the law. Amvest will never use suppliers, contractors, subcontractors or others in order to violate or circumvent rules or to act contrary to generally accepted standards. Amvest employees refrain from any punishable conduct in their dealings with business partners. 3.3 Separation of business and private life Amvest employees do not maintain professional (i.e. financial or comparable) relationships with individuals who have, either directly or indirectly, personal ties to (an) individual(s) or legal entity/entities with whom or with which Amvest maintains a business relationship. They do not enter into such relationships without the express prior consent of the Amvest board. 2.3 Conflicts of Interest Although Amvest and its employees comply with the applicable laws and regulations, situations may occur where the interests of Amvest business partners relative to each other or the interests of business partners and Amvest conflict (or could potentially conflict) with each other or appear to conflict with each other. In such an event, we will always be open towards commissioning parties and clients and explain to them what they can expect from us. We inform them about the procedures we have designed in order to identify and manage Conflicts of Interest. 2.4 Gifts and invitations Business partners are selected on professional grounds. Amvest employees do not award gifts or provide free services and products to business partners or potential business partners, competitors, or others with which or with whom the company maintains professional relationships. In return, we also do not accept any gifts or free services from such parties, and accept only small tokens of appreciation, provided they do not oblige the recipient to anything. We do not permit gifts that can be converted into cash or cash equivalents. 3
Employees must always report any gifts with a value of 100 or more to their immediate supervisor and the Compliance Officer. If an employee is embarrassed by a gift, he or she must immediately report this to the immediate supervisor and the Compliance Officer. In consultation with the latter, the immediate supervisor subsequently determines what constitutes ethical conduct in this case. Any payments that could potentially cause embarrassment to Amvest are not permitted; in this case, both the amount and the nature of the payment are factors to be considered. In the event of doubt, a manager or one of our employees will consult with the Compliance Officer. Amvest employees are not permitted to accept invitations to events or trips without the express consent of their immediate supervisor. We always report such invitations to the Compliance Officer. 2.5 Accounts and controls We record any transactions conducted with business partners in our accounts (in writing) in accordance with the applicable procedures. The administration of each project is always correct, comprehensive and transparent. Invoices comply with statutory rules and business practices and are designed such that they provide detailed information on the service provided. Amvest abides by the principle that, in transactions that represent a substantial interest, two Amvest representatives must be involved at all times who have an understanding of all the facts and circumstances relevant to the transactions concerned. We never agree to, or accept, cash payments. 3.7 Investigation into proposed transactions and clients/business associates Amvest investigates all business-to-business property transactions and records the results of this investigation in the Transactions Register. We screen new clients whose integrity cannot be established based on prior experience. We may request a Certificate of Good Behaviour as part of the investigation and then make a risk assessment based on this background check. In the event of doubt regarding the integrity of the proposed contacting party, or if there are suspicions of illegal transactions prior or subsequent to the transaction, we report this to the immediate supervisor and the Compliance Officer. Transactions will only be completed once all doubts in relation thereto have been eliminated. 3.8 Quality and sustainability Amvest aims to contribute to the sustainable development of the built environment. In making policy decisions, we focus on the quality and sustainability of the property, subject to the requirements for responsible business operations. 4
4. Our responsibility towards all stakeholders within our own company 4.1 Culture Amvest employees comply with generally accepted social standards and values such as integrity, transparency, enterprise, customer focus, professional competence, flexibility, focus on solutions and results, and willingness to cooperate with others. Employees refrain from any punishable conduct against each other and against third parties. At Amvest, we maintain and foster a culture that promotes compliance with the Amvest Code of Conduct. The management team regularly discusses, in the presence of the Compliance Officer, compliance with the Amvest Code of Conduct and any ethical violations and activities performed in this area. The annual report also contains information on these subjects. 4.2 Selection In selecting new employees, Amvest requests a Certificate of Good Conduct or performs an equivalent type of pre-employment check/background check. We request that applicants provide references; this applies both to individuals previously employed in the property sector and to those who were employed in other industries. We provide new employees with the opportunity to comply with the Amvest Code of Conduct, informing them of the Code as they join the company. 4.3 Assessment Amvest assesses its employees based on their performance and demonstrated abilities; it pursues an equal-treatment and equal-opportunity policy on entering into an employment contract, as well as in its terms of employment/employee benefits, when promoting an employee, and when providing training and education. Amvest condemns discrimination based on race, religion or personal beliefs, religious convictions, age, sex, disability, sexual orientation or on any other basis whatsoever. Amvest protects its employees good working conditions, as might be accepted from a responsible employer. We do not tolerate physical, verbal or sexual harassment. In the event of any complaints, employees can contact the Compliance Officer or the confidential counsellor, as specified in the Complaints and Reporting Procedures. 4.4 Secondary activities Political aspirations and positions held by Amvest employees (including any secondary activities performed, either public or private) must not be in violation of the law. Amvest employees must refrain from making statements that could potentially violate Amvest s economic and material/immaterial company interests or that could potentially damage its interests. Employees are not permitted to perform any work for businesses or organisations that are in competition with Amvest, nor may they engage in any activities that could potentially be contrary to Amvest s interests. In the event of doubt, employees must first consult with their immediate supervisor. Any other types of positions, including board member of a sports club or church or volunteer positions, must be reported to the immediate supervisor. 4.5 Confidentiality Amvest employees maintain full confidentiality towards third parties regarding any and all secret or confidential business matters, including any matters of which they should reasonably understand that they are secret and/or confidential. This duty of confidentiality applies provided it does not conflict with a statutory requirement to disclose information. In the event of doubt, the employee will always consult with the Compliance Officer. If and where applicable, the management team may relieve an employee of the duty of confidentiality in writing. This duty will remain in force following the termination of the contract/employment contract. 5
4.6 Reputation Amvest employees make no direct or indirect statements, and perform no actions, that would undermine the image and reputation of Amvest and its shareholders, nor will they disclose any details of which they may be aware that they could damage Amvest and/or its shareholders. 4.7 Complaints and Reporting Procedures Amvest s Complaints and Reporting Procedures guarantee that employees can adequately and safely report abuses (or suspicions thereof) within the company. These procedures are open to all Amvest employees; they can make a report to the confidential counsellor as referred to in these procedures, or to the Compliance Officer. 4.8 Use of company property We use company property exclusively to conduct business on behalf of Amvest; any other use is prohibited. This also applies to confidential information, including financial data, project details including investment proposals, marketing plans, and specifications. Amvest employees ensure that they retain such information properly and securely and that they treat it with care. 4.9 Separation between business and personal life At Amvest, work is performed based on business considerations and decisions; personal interests are not a factor. Competing with, or conducting business with, companies in which family members or friends of Amvest employees have interests may result in conflicts of interest. Employees are required to immediately report any such relationships to their immediate supervisor and the Compliance Officer. Amvest employees who intend to enter into agreements with Amvest or its business associates must report this in advance to their immediate supervisor and the Compliance Officer. These reports are discussed in the management team. The proposed agreement requires the approval of the management team 6
5. Compliance procedures 5.1 Independent Compliance Officer The Amvest management team has appointed a Compliance Officer; this means we have an independent person to whom we can report violations of the Amvest Code of Conduct and who is charged with all the duties entrusted to the Compliance Officer under this Code. The appointment of the Compliance Officer was announced within the company, along with the duties and powers entrusted to him or her. The Compliance Officer holds a position of trust, and is not required to report to the management team when making decisions. He or she will take the greatest possible care in handling the matters brought to his or her attention. The Compliance Officer ensures that Amvest employees are, and remain, familiar with the nature and content of the Amvest Code of Conduct. Training courses will be offered on a regular basis for this purpose; these courses are compulsory for the designated employees. 5.2 Reports The Compliance Officer monitors compliance with the Integrity Code of Conduct. Reports of violations of the Code of Conduct can only be submitted to the Compliance Officer in writing and on a nonanonymous basis. The Compliance Officer reports to the management team on a monthly basis on issues relating to integrity, or more frequently if this is warranted. In individual cases, these reports can be made anonymously; this is at the discretion of the Compliance Officer. The latter is entitled, though not obliged, to keep reports confidential. The identity of a person submitting a report is disclosed to third parties only with the permission of the person himself/herself, unless the Compliance Officer is required to disclose this information pursuant to a statutory requirement or under the NEPROM Code of Conduct/the IVBN Code of Ethics. Amvest employees who observe a violation of the Amvest Code of Conduct are required to report this to the Compliance Officer immediately, noting all the facts and circumstances known to them. Reports are treated confidentially and the privacy of the person submitting the report is guaranteed, with due observance of these Compliance Procedures. 5.3 Advice The Compliance Officer advises the management teams on issues relating to integrity, including any types of conduct that are not described in the Amvest Code of Conduct but that may be contrary to the spirit of the Code. Employees who doubt whether an intended action or type of conduct is permitted under this Code are required to contact the Compliance Officer for information and advice and must submit any recommendation from the Compliance Officer that is not implemented to the management team. 5.4 Compliance and measures The Amvest management team monitors compliance with the Code of Conduct. If a specific action or type of conduct is not described in the Code of Conduct, the Compliance Officer assesses the applicability of the Code and advises the management team. Either on the request of the Compliance Officer or otherwise, the management team can launch (or order) an investigation based on a complaint (substantiated and including reasons) from an employee or a third party. Amvest employees must cooperate fully in such an investigation. The employee suspected of violating the Code of Conduct is interrogated as part of the investigation. The management team ensures that the results of the investigation are recorded in a report. Pending the investigation, the management team may decide to take preliminary measures of a disciplinary and/or labour-law nature against the employee concerned. If the investigation leads to the conclusion that the Code of Conduct was violated, the management team may take disciplinary and/or labour-law measures against the employee concerned. Depending on the gravity of the case, these may range from a reprimand, suspension or fine to summary dismissal. 7
In addition, the employee concerned may be held liable for any and all losses that Amvest may incur as a result of the violation of the Code of Conduct. In taking such measures, the management board seeks the advice of the Compliance Officer. 6. Effectiveness The Amvest Code of Conduct, a more detailed version of the previous Amvest Company Code, was adopted on 10 December 2012 and is effective immediately. Amvest Management Team 8