The FHB Bank group’s Code of Ethics

The FHB Bank group’s

Code of Ethics

8 January 2015 .

Table of contentsI. THE CODE OF ETHICS AND ITS PURPOSE . . . . . . . . . . . . . . . . . . . . . . 3

II. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

III. PRINCIPLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

IV. THE GENERAL REGULATIONS ON THE MANAGEMENT OF FHB’S RELATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

V. FHB’S RELATION WITH THE SHAREHOLDERS . . . . . . . . . . . . . . . . . . 6

VI. FHB’S RELATION WITH ITS CLIENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 7

VII. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

VIII. THE RELATION BETWEEN FHB AND ITS EMPLOYEES, AS WELL AS THE CO-WORKERS’ RELATION . . . . . . . . . . . . . . . . . . . . 9

IX. FHB’S PARTICIPATION IN MARKET COMPETITION . . . . . . . . . . . . . 12 X. OBSERVING THE ETHICAL EXPECTATIONS AND

ENSURING THEIR OBSERVANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

XI. CLOSING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

The FHB Bank group’s Code of Ethics 2015 3

I. THE CODE OF ETHICS AND ITS PURPOSE

1.§

� (1) The FHB-Bank group’s (hereinafter referred to as FHB) Code of Ethics (hereinafter referred to as Code) summarizes and presents for the employees the possible ethical risks that may occur regarding the FHB Bank group’s operation, furthermore provides support for the investigation and prevention of the ethical risks as well as regulates the order of the occurred ethical delicts’ notification and remedy.

� (2) FHB accepts and considers itself bound by the obligations and applications laid down in the Code of Ethics, which was approved in April, 2008 by the Hungarian Banking Association’s Corporate Meeting.

II. GENERAL PROVISIONS

2.§ The regulations of the Code shall apply in cases related to the FHB Bank group’s every member, managing and supervisory body, office and person as well as all the employees.

3.§ Compliance to the content of the Code shall be expected by FHB from its business partners and other contractual part-ners too.

4.§ When applying the regulations of the Code, one must consider the relevant legal regulations, the regulatory and supervisory authorities’ resolutions and opinions, as well as FHB’s general business principles – the regulations of the Code shall be so construed that the primary goal is to ensure compli-ance with the legal environment’s provisions.


III. PRINCIPLES

5.§

� (1) FHB shall practice equal and just treatment, based on respect and appreciation toward the state, and toward FHB’s clients, shareholders, partners, competitors, employees or any other entity.

� (2) In the course of its activity, FHB shall pay attention to its decisions’ direct and indirect social and environmental effects. To this end, FHB shall make social and environmental responsibility part of during the course of business, and it shall contribute to the implementation of sustain-able development. FHB shall take part in providing support to socially useful activities.

� (3) FHB shall reject any conduct that eliminates or discriminates any person or group.

� (4) Between FHB’s management and its employees, mutual respect and principles of collegiality shall fundamentally prevail.

6.§ FHB acknowledges every person’s right to the inviolability of private life.

7.§

� (1) FHB shall carry out its professional tasks to the highest possible standard, professionally, in accordance with the applicable provisions and ethical expectations of business.

� (2) FHB shall improve continuously to meet its own expectations of itself, and the market’s professional and the clients’ consumer expectations.


8.§ FHB shall handle the data of its partners and clients confidentially, observing the provisions on personal or business data, bank and securities secrets.

9.§ All of FHB’s managers and employees, as well as the people who act on behalf or in the interest of FHB, shall observe the provisions included in the legal and inside regulations on incompatibility, and abstain from any conduct that might give the the appearance of such incompatibility.

IV. THE GENERAL REGULATIONS ON THE MANAGEMENT OF FHB’S RELATIONS

10.§

� (1) FHB and its employees or representatives acting on its behalf are obliged to act in accord-ance with the general ethical principles regarding the internal and external relations of FHB, taking FHB’s interest into consideration, as well as to maintain and strengthen their own and FHB’s reputation and integrity.

� (2) To this end, the contact persons are obliged to consider and to deliberate in all cases to make sure that their conduct is in accordance with the requirements laid down in the legal provisions, and with the supervisory and professional expectations, as well as the expectations of employ-ment and the principles of ethics.

� (3) Regarding any relation of the FHB, one shall act in such a way that the result and the expe-riences deriving from it shall be shared within FHB in the interest of further productive work.

� (4) Regarding any issues in relation with this Code of Ethics, FHB’s any employee or represent-ative who collaborates as a contact person on behalf of FHB, is obliged to turn to their superior for advice and directions if necessary.


V. FHB’S RELATION WITH THE SHAREHOLDERS

11.§ FHB is responsible for protecting the investments of the proprietors, thus especially those of the shareholders of the FHB Mortgage Bank Private Limited Company, the leader of the Bank group, and for maintaining and developing competitiveness.

12.§ FHB shall be obliged to provide clear and comprehensive information about its operation, and its conformity to the stock exchange regulations for the shareholders, within its means and within reason.

13.§ In the interest of compliance with the requirements defined in section 11, FHB’s employees shall

a) provide comprehensive and authentic accounting,

b) endeavor for the maximal accuracy of the accounting and the statements,

c) assist FHB’s publication obligations with accurate, real and current information.

14.§

� (1) All of FHB’s employees shall be obliged to take responsibility for the maintenance and reasonable management of the goods and assets necessary for the daily operation of FHB, helping the endeavor for efficiency.

� (2) FHB shall protect its own intellectual property and shall exercise its right against all people and businesses that established contact with FHB on any legal grounds.

15.§ FHB is commited to stock market trade based on integrity.


VI. FHB’S RELATION WITH ITS CLIENTS

16.§

� (1) FHB is committed to providing human centric services that provide comprehensive informa-tion and apply up-to-date and environmentally friendly technology. FHB shall endeavor to win the clients’ confidence in aspects of business, ethics and empathy alike.

� (2) FHB considered it imperative that the members of the FHB’s Group be among the first to join the ’Code of Conduct, Principles of fair conduct by financial organizations engaged in retail lending’ in September 2009. This Code of Conduct serves to strengthen the confidence which is essential in the relationship of clients and creditors.

17.§

� (1) All of FHB’s employees – regardless of their position – shall be obliged to establish a compre-hensive, confidental, long-term relationship with the clients, and to provide client-friendly administration.

� (2) In the interest of the above mentioned goals, the employees shall be obliged to conform, in respect of their behaviour, knowledge and professional preparedness and even in their appear-ance, to the image that FHB intends to project itself toward the clients.

� (3) In respect of client relations, client management based on equal treatment, application of contractual terms taking the client’s reasonable interests into consideration, and authentic information based on ethical advertisements is considered especially important by FHB.

� (4) It is expressly forbidden for employees to provide any advantages for clients which bypass the stringent standards expressed by law and morality. FHB’s employees may only accept low-value gifts that are common in business life, but only if the gift is not given with the intention to influence the employee in any way. In FHB Bank Group – except for the previous case - it is forbidden to give or accept gifts.

� (5) FHB and all its co-workers do everything they can in order to ensure that clients with disabil-ities can take care of their banking in the most comfortable way possible.

18.§ The basis of the established fiduciary relation with the clients and its consequence is that FHB shall keep the trade, bank and securities secrets regarding the clients, and proceed likewise while managing their personal data.


19.§ FHB shall try to restore the possibly deteriorated relationship with each client, and to this end, FHB shall be open and initiative to hear and solve the clients’ observations and complaints.

VII. CONFIDENTIALITY

20.§

� (1) It is of high priority that people getting in contact with any member of FHB regarding employment or other legal relationships shall keep FHB’s internal information and trade, bank and securities secrets confidential, and not transfer it to any unauthorized person, and such information shall exclusively be used in accordance with FHB’s interest.

� (2) It is important for FHB itself to actively take part in controlling the appropriate management of confidential information, however, this kind of conduct shall be practiced within the frame of mutual trust.


VIII. THE RELATION BETWEEN FHB AND ITS EMPLOYEES, AS WELL AS THE CO-WORKERS’ RELATION

21.§

� (1) The relation of FHB and the co-workers shall be based on the recognition of mutual goals and interests, mutual trust, the respect of others and the respect of human dignity.

� (2) FHB shall be committed to create a fair and ethical working environment providing moral and financial appreciation.

� (3) During their work, FHB’s employees shall be obliged to act strictly taking both the clients’ and FHB’s interest into consideration. In accordance wtih this, it is not allowed to give prefer-ence to any individual interest in an irregular way that might harm FHB’s business management.

22. §

� (1) The FHB has an effective and sure-footed mechanism in place, that encourages the officers and employees of FHB to report actual or pontential unlawful behaviours.

� (2) If unlawful operation or activity is noticed in FHB by an employee, he or she can report said unlawful operation – according to methods of internal regulation - to the Compliance Directorate.

23.§

� (1) FHB shall spend its capital and the profit of its activities among others on investments, launching new business branches, continuing professional educations, the preservation and expansion of workplaces and creating improving working environment to contribute to the FHB’s development

� (2) FHB helps to enhance its co-workers’ social and financial security by creating internal loans and the option to contribute to solve the employees’ housing problems, by assisting the prepa-ration for retirement, by providing discount current account maintenance, and – depending on profit and possibilities – in other ways as well.


24.§

� (1) All of FHB’s co-workers shall be responsible on their own level for the working area, the working equipment, the bank’s property, the direct or indirect effect on client relationships that arise in the course of their daily activities. Activities, relationships and obligations which conflict with the obligations regarding the scope of activities shall be avoided.

� (2) Taking responsibility for their own mistakes is extremely important for the employees, because thus they not only help themselves but FHB and their co-workers as well, and set an example for standing by one’s deeds in a way that is characteristic of FHB in its every relation.

� (3) One must learn from mistakes and their repetition shall not be allowed, however, the regular generalization of experiences are of great importance, for these are to be used as a basis for continuous development and improvement of partial activities.

25.§

� (1) Within FHB’s co-workers’ relationship, respect, appreciation, equal and just treatment shall absolutely be practiced. FHB expressly rejects discrimination and exclusion, but stands up for the injured party.

� (2) FHB’s co-workers shall cooperate mutually in the course of their work, during communication they are polite and they pay attention to the tasks necessary in order to do the job, thus they pay special attention to the requests of their co-workers and try to meet these requirements to the best of their abilities.

� (3) FHB acknowledges the importance of private life and endeavors to ensure that its employees may benefit from the time spent at FHB in their private life both financially and in other aspects, thus creating a balance between work and private life.


IX. FHB’S PARTICIPATION IN MARKET COMPETITION

26.§

FHB’s intention is that its ethical expectations for itself shall be established based on standard regulations which are widely knowable and applicable, thus supporting mutuality regarding the relations of the participants of the market.

27.§

FHB’s relations with the other participants of the financial and lending sphere shall be governed by cooperation based on mutual interests and fair competitiveness acknowledging each others’ results, furthermore, mutual respect as well as appreciation. FHB shall proceed its business and market activities in such a way that they shall always be in accordance with the requirements of professional integrity, as well as with Hungarian and international business habits.


28.§

� (1) FHB shall not consider its competitors as enemies, but as appreciated partners in a fair competition.

� (2) FHB shall not endeavor to boycott and crowd out other market participants, to violate their trade secrets, injure their reputation or mislead their clients. Rather, FHB intends to strengthen its competitive position by continuously improving its own performance and providing good quality customer service, as well as by popularizing its current strength using tools in accord-ance with the all-time regulations and reasonable methods.

� (3) FHB shall not use misleading advertisements, and shall avoid judging the other market participants in a negative way in its public utterances, shall not injure the negotiated profes-sional interests and other corporations’ obvious interests in its appearances in the media and in public, shall not misuse its possible market superirority or apply dumping and exercise economic pressure.

29.§

The conduct of FHB defined above – just like in the case of other market participants – shall not only be governed by business integrity, but also by rational business interest as well, since a rela-tionship with hostile competitors who ignore ethical principles may cause damage to all the market participants. In consideration of this, however, FHB shall protect its interests – within the frame of possibilities provided by (legal) provisions –, and shall cooperate with other financial institutions, professional authorities, representation organizations and the Hungarian Competition Authority to reveal and terminate possible activities of a third party which violate the ethical and competition standards.

X. OBSERVING THE ETHICAL EXPECTATIONS AND ENSURING THEIR OBSERVANCE

30.§

� (1) The purpose of this Code of Ethics is also that the observation of its content shall be voluntary for all the FHB Bank group’s employees, having recognized that to comply with individual and communal purposes, one has to follow the appropriate rules of conduct.


� (2) Voluntariness and high awareness of the principles of ethics, as well as open and free commu-nication are inseparable concepts, therefore, regarding ethical issues, FHB shall aim at discussions concerning the widest possible circle of people who should be involved in the discussions.

� (3) It is particularly important that the voluntary following of the rules of ethics shall be supple-mented by the strict and consistent expectation of standards within the FHB, which shall be a priority task of managers and executive officers of FHB.

�

31.§

� (1) In respect of the goals mentioned above, FHB’s employees may report any ethical misdeme-anor to their direct managers at their place of employment, or to the FHB Mortgage Bank Co. Plc’s Compliance manager, and in case of these people being concerned, to the CEO or deputy CEOs.

� (2) The report shall include all information that is essential for its investigation. The report may be anonymous as well.

� (3) Any employee, who asks for advice in good faith, expresses his or her concerns or reports an improper conduct, acts according the Code, and his or her conduct may not provide basis for any discrimination or sanctions of labour law. Someone who orders and executes a retribution against the reporting person as a reply for the report, commits a disciplinary offence that he or she is responsible for.

�

XI. CLOSING PROVISIONS32.§

� (1) The recommendations and expectations of the Code of Ethics shall apply in the course of the FHB Bank group’s Hungarian professional and business activities, as well as its international relations.

� (2) For the aspect of application, the conducts of FHB’s executive officers, employees, interests, appointed agents and others having work-related legal relations – within the frame of their official assignment – shall be considered as the conduct of FHB.


33.§ The provisions of the Code of Ethics should not in any way or to any extent restrict the instructions on certain specific areas regarding FHB’s organization, operation, management and professional activities, nor the effect of the content of labour and other contracts concluded with individual co-workers and appointed agents, but – from general and competition ethical point of view – shall supplement it by expectations and recommendations for conduct.

This Code of Ethics shall enter into force on the date of 8 January 2015, at the same time the former Code of Ethics expires.

Documents

The FHB Bank group’s Code of Ethics