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Ethical Code of Conduct for Arcus ASA In force as from 15. March 2017

ARCUS ASAEthical Code of Conduct

for The Arcus Group's employees

*Including routines for reporting suspected

wrongdoing

Approved by the Board of Directors of Arcus ASA March 15th 2017

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CONTENTS

1 BACKGROUND.....................................................................................................3

2 PURPOSE AND RESPONSIBILITIES...................................................................3

3 RELATIONS WITH CUSTOMERS AND VENDORS............................................3

4 GIFTS AND ENTERTAINMENT...........................................................................5

5 EQUALITY AND DIVERSITY.................................................................................5

6 PERSONAL CONDUCT........................................................................................6

7 CONSEQUENCES................................................................................................6

8 ETHICAL DECISION-MAKING MODEL................................................................7

Appendix 1: Additional rules – gifts, travel and entertainment

Appendix 2: Rules on Internet and social media use by Arcus Group

Appendix 3: Routines for reporting suspected wrongdoing at the Arcus Group

Appendix 4: Internal reporting form

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1 BACKGROUND

Arcus ASA strives continuously to develop attitudes and follow-up systems within the Group that meet the standards expected of a major Nordic producer and importer of wines and spirits. Our corporate social responsibilities are defined in the Group’s CSR policy. The high standards of behaviour we set for our employees and ourselves are laid down in the Group’s Ethical Code of Conduct, Environmental Policy, company rules and other governing documents, which can be found in the Personnel Manual on the Intranet.

2 PURPOSE AND RESPONSIBILITIES

The purpose of the Group’s Code of Conduct is to define, clarify and safeguard the limits of and expectations for commercially ethical and correct behaviour for all our employees.

In its role as employer, the Arcus Group is responsible for this Code of Conduct and for ensuring that it is followed up. Managers have a particular responsibility, and must lead by example. Individual employees have a duty to familiarise themselves with and abide by our Ethical Code of Conduct in all relevant situations. Employees who are in doubt with respect to how the Code of Conduct should be understood or practised must consult their immediate manager, or the HR department.

Managers at all levels must review the Ethical Code of Conduct with all new employees, and furthermore once a year either in connection with employees' annual appraisals or at department meetings.

3 RELATIONS WITH CUSTOMERS AND VENDORS

Arcus Group employees shall always conduct themselves correctly in their relations with the Group’s customers, vendors and competitors. Infringement of non-competition legislation or corruption is anathema to the Arcus Group, which works actively to avert any such practices in our business operations or relations with business associates.

Arcus Group employees shall always conduct themselves correctly towards the Group's customers, suppliers and competitors. The conduct of the Group's employees must be such that there can be no reasonable grounds to suspect infringement of the regulations.

Arcus Group employees shall in no circumstances seek to establish unlawful price cooperation, unlawful market sharing, or any other conduct which prevents, limits or distorts competition, in conflict with applicable non-competition legislation.

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Arcus Group employees shall not enter into agreements or understandings with the Group's competitors, unless this has been cleared by the management or external attorney.

Arcus Group employees shall not share or receive information concerning prices and discounts, market information or other competition-sensitive information from the Group's competitors.

Attendance of industry forums or similar at which the Group's competitors are also present must always be approved in advance by the Group. Attendance of such events requires correct conduct and extra vigilance.

In markets where the Arcus Group has a particularly strong market position, for precautionary reasons the Group's employees must exercise extra vigilance, especially when agreements are concluded with customers. Agreements which include target volumes, or loyalty-generating discounts, or which give the Arcus Group a particularly strong position as a supplier, must be cleared with the management or external attorney.

Employees of the Arcus Group must always respect the applicable rules concerning customer care. Extra care must be taken where customer care takes place in connection with the establishment of contracts. Agreements which include payments to the customer in the form of market support or other measures should always be in reasonable relation to a return benefit from the customer for an equivalent value.

If you are in any doubt as to whether an initiative or action is in compliance with current competition legislation, the initiative must be deferred until its legality has been clarified. In such cases of doubt, your immediate superior or the HR department must always be notified.

Commercial conflicts of interest may encompass customers, vendors, contractors, current or potential employees, competitors and third-party business associates. Should conflicts of interest arise, employees are required to proactively consider the situation in this regard, and notify their immediate manager or the HR department of any perceived lack of impartiality or conflict of interest.

Customers shall be treated with courtesy and respect. Arcus Group employees shall always seek to meet the customer’s needs in the best possible way, within the ethical restrictions applying to the business. The customer’s privacy shall be safeguarded in accordance with the legislation concerning the protection of privacy.

The Arcus Group shall abide by and respect the codes of conduct and similar ethical rules adopted by our customers. Managers are responsible for ensuring that their own subordinates are familiar with any such regulations.

Vendors shall be treated fairly and impartially. Vendors who compete for contracts from the Arcus Group shall always have confidence in our selection process.

When agreements are entered into, the Arcus Group shall, in an appropriate manner, make its contract partners aware of the Group’s CSR policy and Ethical Code of Conduct. The employee is responsible for notifying this to the Group's counterparty, preferably in writing.

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For travel with journalists, customers or other relevant business partners that are paid for by the Arcus Group or one of its subsidiaries, when the travel is offered it must be stated in writing that Arcus does not expect any type of service in return.

In invitations to travel paid for by the Arcus Group, including all subsidiaries, it must be stated clearly in writing that it is up to the participant himself/herself to choose whether to cover the costs or not.

When an employee is invited to attend professional events, trips, fairs or meetings with suppliers and customers, etc. the general rule is that your own company in the Arcus Group covers travel and hotel expenses.

In all relations with journalists, customers or other relevant business contacts, Arcus employees must comply with the Group's "Think before you drink" approach.

4 GIFTS AND ENTERTAINMENT

Gifts may not be given to representatives, customers, vendors or others with improper intent, e.g. personal gain, and shall stay within the bounds of normal business practice. If you are in doubt as to whether the gift is within normal business practice, your immediate manager, manager of the business area, or the HR department, must be contacted.

Entertainment shall be related directly to the business activities, and shall not exceed what is deemed to be normal industry practice.

Gifts from current or potential business associates shall not be accepted if such gifts have an estimated value in excess of NOK/SEK/DKK 500 (EUR 60) per year per giver. Anyone receiving a gift must notify their immediate manager.

Participation in events with business associates who may influence the employee’s impartiality must be approved by the employee’s immediate manager.

Gifts and entertainment shall be reported in accordance with applicable regulations, which you can find in the company's electronic personnel manual or by contacting your immediate manager.

5 EQUALITY AND DIVERSITY

The Arcus Group requires all employees of the Group to contribute to a working environment free of discrimination based on religion, skin colour, gender, sexual orientation, age, national or ethnic origin, or disability.

We will work to achieve a working environment free from bullying, harassment or intimidation of any kind. Behaviour which may be perceived as degrading or threatening will not be tolerated. All employees within the Group have a shared responsibility for ensuring that this goal is achieved, through their own conduct and by notifying any infringement or inappropriate conduct to their

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immediate manager or to the HR department, and/or by using the company's notification procedures, see the appendix.

6 PERSONAL CONDUCT

All employees have a duty not to disclose any information of a confidential, commercially sensitive or personally private nature, and have a duty to keep and safeguard such information in accordance with the company’s rules, statutory provisions and other guidelines.

The Group's employees must refrain from consuming alcohol and other intoxicants in a way that can put the Group or the Group's business partners in an unfortunate light. The Group's "Think before you drink" approach is a good basis for professional contact.

All employees are encouraged to contact their immediate manager with a copy to the HR department or make use of the Group’s Compliance Hotline, + 47 67 06 50 80, to report any suspected wrongdoing, as described in the internal ‘whistleblowing’ routines, see appendix 3. Employees who report suspected wrongdoing in accordance with the reporting guidelines will not be subject to any reprisals or similar measures and will be guaranteed anonymity if so required.

Acceptance of directorships, employment or other commissions for outside organisations that have or are expected to have commercial relations with the Arcus Group must be reported to your immediate manager or the HR department, and approved by the company.

On using the Internet and social media, all employees must abide by the Group's guidelines, which are attached to this Code of Conduct, see appendix 2.

In their leisure time, the Group's employees may give paid lectures on alcoholic beverages for companies, organisations, associations and groups, e.g. private wine clubs. As a rule, only products marketed by the Group may be used in connection with such lectures. Any employee who engages in activities of this kind must do so openly and must report in writing to the employee's immediate manager before the lecture.

7 CONSEQUENCES

Behaviour in violation of the Group's Ethical Code of Conduct may have severely negative consequences for the Arcus Group, and any non-compliance will therefore be followed up. For employees, consequences may include a verbal or written warning or, in serious cases, legal action, termination of employment or summary dismissal.

All employees are responsible for notifying breaches of the Ethical Code of Conduct or cases of doubt to their immediate manager and/or the HR department.

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8 ETHICAL DECISION-MAKING MODEL

If you are ever in doubt about whether you are facing an ethical dilemma, ask yourself:

Is it legal? Is it necessary? Is it justifiable? Does it feel right? Is it obvious that the Arcus Group will not be compromised if this were to become public

knowledge?

If you cannot answer "Yes" to all of these questions, you should consult your immediate manager or the HR department before making a decision.

Appendices:

1. Additional rules – gifts, travel and entertainment

2. Rules on Internet and social media use by Arcus Group employees

3. Routines for reporting suspected wrongdoing at the Arcus Group

4. Internal reporting form

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Appendix 1 Additional rules – gifts, travel and entertainment for journalists, customers and other business contacts.

1. INTRODUCTION

1.1 Purpose of the appendix Corruption and other types of inappropriate influence are the abuse of an entrusted position, office or performance of tasks to require, accept, receive or offer an inappropriate gain. Under Norwegian law, the recipient of the inappropriate gain is not required to provide a service in return. It is sufficient evidence of corruption that the inappropriate gain has been offered/accepted. Whether a gain is inappropriate will depend on an overall assessment, but generally, gains that might influence or be perceived to influence the recipient will be inappropriate. Examples of inappropriate influence may be individual gifts, travel and entertainment.

As the Arcus Group operates in markets subject to particularly stringent marketing rules, samples, travel and entertainment to market Arcus' products to customers and journalists are a natural part of its activities. It is therefore particularly relevant for employees in sales, marketing, procurement and communication (hereafter called the “sales groups") to be aware of the boundary between services as an element of marketing, and inappropriate influence on customers and journalists.

The appendix is a practical tool for the "sales groups" to ensure compliance with the Arcus Group's ethical standards in the "sales groups'" day-to-day work. The appendix supplements and complements the Ethical Code of Conduct for the Arcus Group's employees.

1.2 Who the appendix applies to

The appendix applies to all employees attached to the "sales groups". All persons who work in, or in relation to, the "sales groups" will be personally responsible for compliance with these guidelines, and must report any breaches1 and spread the word about ethics and compliance among colleagues and business partners.

1.3. Business-related content

For all activities and measures initiated by Arcus in relation to external suppliers, customers, media and other operators, the content must always have a business-related purpose. If all or parts of such events are paid for by Arcus, it must be stated in the invitation that this takes place without any expectation of any type of services in return.

For text to be added to invitations (travel and important events) the following wording should be used:This is an event (alternatively "a trip") initiated by Arcus, and there is no expectation of any services in return.

1.4. Implementation of the appendix

1See clause 7 of the Ethical Code of Conduct and appendix 3 with the internal reporting form.

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Any person who works in, or in relation to, the "sales groups" must be formally informed of these rules. The appendix must be included in the employment contracts of employees in the "sales groups". The latest updated version of the appendix must be available electronically in the staff manual at all times. In addition, the appendix must be annually assessed and discussed jointly by the "sales group" employees. On the basis of this annual assessment, the management of wine and spirits, and procurement and communication, must determine whether there is a need to revise/update the appendix and/or take measures to ensure that the appendix is used more actively by the employees. The management of the "sales groups" will initiate and organise the annual assessment of the appendix.

2. RELATIONS WITH JOURNALISTS 2.1 Gifts to journalists

Gifts to journalists are never acceptable in the following cases: Gifts that are given in return for a service from the journalist. Monetary gifts in the form of e.g. gift tokens, cash, vouchers, etc. Gifts that are paid personally to avoid reporting or approval of the gift. Gifts that are given for personal gain.

Gifts with a value exceeding NOK/SEK/DKK 500 must always be approved in advance by your manager or the HR department. To ensure transparency and verifiability, the advance approval must be given in writing. If the value of the gift is lower than this, the individual giver must assess whether the gift might constitute, or be seen as constituting, inappropriate influence. On assessing whether the gift may be seen as inappropriate influence, the giver must in particular assess the following:

The value of the gifto The giver must be particularly aware if the value of the gift is close to the maximum amount

of NOK/SEK/DKK 500 for gifts that do not require approval. Nature of the gift

o If the gift is a transfer of value to the journalist, more than e.g. a product sample, as a general rule the gift will be considered to be inappropriate influence.

Purpose of the gifto If the gift is a product given to a journalist to write about the product in a concrete article,

this is of less concern than if the gift is given in order to encourage the journalist to write about the product.

o Gifts to journalists may not be made in a private context. Presenting the gift

o Gifts may not be given to journalists to mark private events, celebrations, etc. and at the journalist's private address.

o If the gift is given to a journalist, e.g. in connection with a professional forum, such as a wine/spirits fair, or similar, this will be of less concern than if the gift is given outside a business-related context.

o If the gift is to be sent, it must be sent to the journalist's work address.

Recipient o If the journalist is from the trade press, no gifts may be give unless an enquiry concerning

products is received directly from the journalist or his or her editors.

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If the giver is in doubt as whether the gift might constitute, or be seen as constituting, inappropriate influence, the giver of the gift must consult his or her manager. To ensure transparency and verifiability concerning the gift and its extent, gifts must always be reported to accounting, as described in clause 4 of the Ethical Code of Conduct for the Arcus Group's employees.

2.2 Travel with and entertainment of journalists

Travel and entertainment may entail trips to producers of win or spirits, meals, wine-tasting, spirits tasting, etc. Offering both travel and entertainment are a necessary part of the work of the "sales groups”. To prevent that travel and/or entertainment might constitute, or be seen as constituting, inappropriate influence of the journalist, the following guidelines apply:

Travel/entertainment must never be offered in return for a service from the journalist. Requirements of the content of the travel/entertainment:

o Travel and entertainment must be related directly to Arcus' activities. o With the exception of dinners and receptions, travel/entertainment must always have a

business-related content.o Entertainment, such as lunch, dinner, etc. in conjunction with events must take place in close

proximity to the event's location. o Travel/entertainment may not be exaggerated in relation to the occasion, and the

travel/entertainment must reflect Arcus' values and business objective. Offers of trips must always be approved in writing in advance by the immediate manager. Offers of trips must be given in writing, to ensure transparency, even if the trip/entertainment is

offered at the journalist's own initiative. Offers of trips must include:

o Information on why the trip is offered, and its purpose. If the trip is offered at the journalist's own initiative, this must be stated.

o The invitation must state the extent of the business-related content of the trip.o The invitation must state that the recipient is free to pay for the trip himself/herself.

Paid trips may not be offer to journalists' spouses/partners unless this is professionally justified by the nature of the trip, and has been approved in writing in advance by the business area's manager or the HR department.

Gifts that are offered during trips/entertainment must adhere to the rules in clause 3.1 of the appendix.

It must be noted that the aforementioned rules are not an exhaustive list and are solely of an indicative nature. The essential aspect is to assess and consider ethical issues before a trip/entertainment is offered and during its performance. If an employee before the trip/entertainment, during the trip/entertainment, or after the trip/entertainment, experiences doubt as to whether the trip or entertainment might constitute, or be seen as constituting, inappropriate influence, the employee in question must seek the advice of the sales group's manager.

3. RELATIONS WITH CUSTOMERS 3.1 Gifts to customers

Gifts to customers are never acceptable in the following cases:

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Gifts that are given in return for a service from the customer. Monetary gifts in the form of e.g. gift tokens, cash, vouchers, etc. Gifts that are paid personally to avoid reporting or approval of the gift. Gifts that are given for personal gain.

Gifts with a value exceeding NOK/SEK/DKK 500 must always be approved in advance by your manager or the HR department. To ensure transparency and verifiability, the advance approval must be given in writing. If the value of the gift is lower than this, the individual giver must assess whether the gift might constitute, or be seen as constituting, inappropriate influence. On assessing whether the gift might constitute inappropriate influence, the giver must in particular assess the following:

The value of the gifto The giver must be particularly aware if the value of the gift is close to the maximum amount

of NOK/SEK/DKK 500 for gifts that do not require approval. Nature of the gift

o If the gift is a transfer of value to the customer, more than e.g. a goods sample, as a general rule the gift will be considered to be inappropriate influence.

Purpose of the gifto If the gift is given to inform the customer about products, this is of less concern than if the

gift is given without a professional reason. o Gifts to customers may not be made in a private context.

Timing of the gifto Gifts may not be given to customers during, or prior to, contract negotiations.

Presenting the gift o Gifts may not be given to customers to mark private events, celebrations, etc. and at the

customer’s private address. o If the gift is given to a customer e.g. in connection with a professional forum, such as a

wine/spirits fair, or similar, this will be of less concern than if the gift is given outside a professional context.

o If the gift is to be sent, it must be sent to the customer's work address. No gifts may ever be given to Vinmonopolet employees.

If the giver is in doubt as whether the gift might constitute, or be seen as constituting, inappropriate influence, the giver of the gift must consult his or her sales group's manager. To ensure transparency and verifiability concerning the gift and its extent, gifts must always be reported as described in clause 4 of the Ethical Code of Conduct for the Arcus Group's employees.

3.2 Travel with and entertainment of customers

Travel and entertainment may entail trips to producers of wine or spirits, meals, wine-tasting, spirits tasting, etc. Offering both travel and entertainment are a necessary part of the work of the "sales groups". To prevent that travel and/or entertainment might constitute, or be seen as constituting, inappropriate influence of customers, the following guidelines apply:

Travel/entertainment must never be offered in return for a service from the customer. Requirements of the content of the travel/entertainment:

o Travel and entertainment must be related directly to the Arcus Group's activities. o With the exception of dinners and receptions, travel/entertainment must always have a

business-related content.

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o Entertainment, such as lunch, dinner, etc. in conjunction with events must take place in close proximity to the event's location.

o Travel/entertainment may not be exaggerated in relation to the occasion, and the travel/entertainment must reflect Arcus' values and business objective.

o Offers of trips must always be approved in writing in advance by the immediate manager. o Offers of trips must be given in writing, to ensure transparency, even if the trip is offered at

the customer's own initiative. Offers of trips must include:

o Information on why the trip is offered, and its purpose. If the trip is offered at the customer's own initiative, this must be stated.

o The invitation must state the extent of the business-related content of the trip.o The invitation must state that the recipient is free to pay for the trip himself/herself.

Paid trips may not be offered to customers' spouses/partners unless this is professionally justified by the nature of the trip, and has been approved in writing in advance by the business area's manager or the HR department.

Gifts that are offered during trips/entertainment must adhere to the rules in clause 3.1 of the appendix.

To ensure transparency and verifiability concerning the trip and/or entertainment, trips and entertainment must always be reported as described in clause 4 of the Ethical Code of Conduct for the Arcus Group's employees.

It must be noted that the aforementioned rules are not an exhaustive list and are solely of an indicative nature. The essential aspect is to assess and consider ethical issues before a trip/entertainment is offered and during its performance. If an employee before the trip/entertainment, during the trip/entertainment, or after the trip/entertainment, experiences doubt as to whether the trip or entertainment might constitute, or be seen as constituting, inappropriate influence, the employee in question must seek the advice of his or her manager.

4. RECEIPT OF GIFTS

Accepting gifts, trips and entertainment may be seen as corruption, even if nothing is offered in return for the gift. In individual cases, offering and receiving gifts is nonetheless part of the local culture. Even though it is important to accept local norms and cultures, and it may be disappointing to have to refuse gifts that are offered, such traditions may not determine which gifts are accepted. The decisive aspect of whether the gift can be received is whether the gift might constitute, or be seen as constituting, inappropriate influence of the recipient. To prevent that gifts to Arcus' employees might constitute, or be seen as constituting, inappropriate influence of Arcus employees, the following guidelines apply:

As a general rule, personal gifts for an estimated value of NOK/SEK/DKK 500 per year may not be accepted.

Gifts given in expectation of a service in return may never be accepted. Monetary gifts in the form of e.g. gift tokens, cash, vouchers, etc. may never be accepted. The business area's manager or the HR department must be notified in writing of the receipt of all

business-related gifts for an estimated value exceeding NOK 500. If possible, the gift must be shared with colleagues. On assessing whether a gift may be accepted, the recipient must assess the same aspects as stated in

clauses 3.1 and 4.1 of this appendix concerning whether a gift may be offered.

It must be noted that the aforementioned rules are not an exhaustive list and are solely of an indicative nature. The vital aspect is to assess and take account of ethical issues before a gift is received. If the giver is in doubt as

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whether the gift might constitute, or be seen as constituting, inappropriate influence, the person who is offered the gift must seek the advice of his or her manager or the HR department before receiving the gift.

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Appendix 2:Rules on Internet and social media use by Arcus Group employees

These rules apply to your use of social media on the Internet such as Facebook, YouTube, blogs, etc. in the following situations:

All use during working hours. All use outside working hours where you can be associated with the Arcus Group and the company’s

brands and services.

1. We expect that you will act as a good ambassador for the company at all times. When you are using the Internet or social media, you must comply with the Group’s company rules, Ethical Code of Conduct, and any regulations specific to your position.

2. As an Arcus Group employee you must never post any internal information about customers or customer relations on the Internet; see also the rules concerning relations with customers, etc. in appendix 1. However, you are at liberty to write about good experiences with our customers!

3. You may not post or otherwise pass on any information that may be perceived as offensive, or which is detrimental to the interests of the Arcus Group and its business areas.

4. You must always think through what kind of work-related information you "chat" about online or on social media, see also clause 6 below. Internal information that is clearly intended for the company’s own employees may not be published online – neither on the company’s website nor anywhere else.

5. For Norwegian employees

You do not have access to publish images and/or text concerning the Arcus Group's brands on social media if this can be viewed as advertising, and can thereby contribute to increasing sales and consumption of alcohol. You may not publish images and/or text from situations where alcohol is consumed, if this can be seen as advertising. All publication of such information is in conflict with the Norwegian Act on the Sale of Alcoholic Beverages.

For employees in other countries

You must comply with national law in this area.

6. Be cautious with respect to links and downloading unknown files – remember the danger of virus infection and spyware!

Issues that we do not comment on: Rumours and speculation; we keep to known information and facts Our financial statements; instead we refer to the finance department The future outlook for the Group, the Arcus share's development to date or its future development Business secrets We do not write critically about individual people, competitors or other products We never comment on alcohol policy issues – leave that to management In crisis/emergency situations (serious accidents, fires, etc.) Group Management will control the flow

of all information, both internally and externally. Employees are not entitled to publish comments.

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Some tips when you are online: Be candid; write under your own name. We must never be anonymous in social media. Stick to the facts. We respond to provide correct information. Maintain a matter-of-fact and positive tone. Use plain, understandable language. If you are answering a question, always check up afterwards to see if any follow-up is necessary.

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Appendix 3:Routines for reporting suspected wrongdoing at the Arcus Group

BackgroundPursuant to Sections 2-4, 2-5, 3-6, 13-8, 13-9 and 18-6 of the Norwegian Working Environment Act, new regulations for the reporting of suspected wrongdoing came into effect on 1 January 2007.

PurposeThe purpose of these reporting routines is:

To make clear the desirability of our employees reporting suspected wrongdoing within the company. Suspected wrongdoing here means matters that contravene legislative provisions, internal rules/guidelines or generally accepted ethical norms. (For example, matters that could pose a risk to life and health, bullying and harassment, corruption, abuse of power, embezzlement, theft, fraud, breach of confidentiality or discrimination.)

To enable the employer to put an end to the suspected wrongdoing. To set out the proper procedures, rights and obligations with respect to the whistleblower.

These reporting routines apply to all employees at all levels in the company.

Responsibilities The Group CEO has overall responsibility for ensuring that the internal reporting routines are in

compliance with the effective legislation at all times. Group Management is responsible for ensuring that line managers take any reports made by

employees seriously and deal with them in an appropriate manner. Line management is responsible for dealing with reports made by employees, and ensuring that the

process is handled in an appropriate manner. Similarly, line management has a responsibility to inform and make employees aware of these internal

guidelines. Union representatives and/or safety delegates: Employees may also report their concerns to

management via their elected union representative and/or employee safety delegate if the employee does not wish to raise them directly with management. Union representatives and/or employee safety delegates can help to assess whether a formal report should be made or help to raise the matter internally.

Filing a reportThe employee reports the matter about which they are concerned to their immediate manager, or their union representative or employee safety delegate. Alternatively, the employee may use the Group’s Compliance Hotline, tel. no. (+47) 67 06 50 80. A reporting form has been drawn up, a copy of which is attached at the end of this document. The person filing the report should, preferably, put their name to it. This will enable the employer to obtain vital information from the whistleblower and keep them informed of what is being done in the case. Employees may, nevertheless, report suspected wrongdoing anonymously.

If the matter that the employee wishes to report relates to their immediate manager, the employee should notify the manager’s manager or take the matter up directly with their union representative or employee safety delegate.

Duty to reportIn some circumstances the employee has a duty to report suspected wrongdoing. See for example:

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Section 2-3(2) b, d and e of the Norwegian Working Environment Act, which covers the duty to report errors or omissions that may pose a hazard to live and health, and also bullying and harassment in the workplace, as well as work- and workplace-related illness.

Section 6-2(3) of the Norwegian Working Environment Act concerning employee safety delegates’ particular duty to report matters of concern.

Following-up a reportHaving received a report of suspected wrongdoing, management should generally assess the substance of the report as quickly as possible, and within no more than two weeks. By the end of the third week, the whistleblower should be informed in writing or by email of what is happening with respect to the case.

The manager who has received the report must use the attached form to sum up the management’s assessment and the steps subsequently to be taken in the matter.

The HR Department, represented by the HR manager, may be contacted as required for advice and assistance during the process.

Management has a responsibility to protect employees who have blown the whistle on suspected wrongdoing and, if necessary, implement measures to ensure that this occurs.

The whistleblower’s identity should, as far as possible, be treated as confidential. This means that the individual’s identity may not be revealed to the alleged wrongdoer, managers or co-workers, unless this is necessary for the matter to be investigated.

Responsible reportingAn employee is, in principle, entitled to report cases of suspected wrongdoing, but must do so in the proper manner. This means that certain requirements must be met with regard to the method used to blow the whistle.

What constitutes the proper manner of reporting suspected wrongdoing depends on an assessment of the specific merits of the case. The outcome of such an assessment will largely rest on whether the employee has reasonable grounds for suspecting wrongdoing, and whether the employee has taken sufficient account of the legitimate interests of the Arcus Group and its business in the manner in which he or she has acted to make their concerns known. Determining whether the matter was reported in the proper manner will depend on whether the employee reported it through internal channels, or contacted the regulatory authorities or other public agencies. The rules regarding confidentiality, defamation, etc., laid down in other legislation will apply regardless of the provisions of Section 2-4 of the Norwegian Working Environment Act.

Factors to be considered when determining whether suspected wrongdoing has been reported in the proper manner will also include:

Whether the employee was in good faith in suspecting wrongdoing; Whether the employee had first raised the matter internally before bringing it to the attention of the

regulatory authorities; and The extent to which the matter is of general public interest.

No reprisals Reprisals against employees who report suspected wrongdoing in accordance with the provisions of the Norwegian Working Environment Act are forbidden. This means that the Arcus Group cannot respond to properly reported suspicions of wrongdoing with termination of employment, summary dismissal, suspension,

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disciplinary action, harassment, freezing out, withdrawal of duties or other negative reactions involving penalties or sanctions. Nevertheless, the employee must accept reasoned rebuttal of or evidence contradicting the suspicion of wrongdoing.

A reporting employee who is subject to reprisals must inform the CEO or Chairman of the Board of Directors, who will take immediate steps in such cases.

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Appendix 4

Internal reporting form

You can also report your concerns using the Arcus Group’s Compliance

Hotline: + 47 67 06 50 80I wish to report the following as a cause for concern:

Proposed solution:

I prefer to report my concerns anonymously.

Date: …………………………………………………………………………………………………………………….…

Reported by, if not anonymous: ………………………………………………………………………………….

Form for internal follow-up of a reported cause for concern

Follow-up of a report about: Date:

Report received by:

The following enquiries have been made:

The conclusion is as follows:

Feedback given to the reporter:

Necessary information given to the person(s) about whom the report was made:

The following measures have been initiated:

Further follow-up (planned, completed):

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