The Code of Conduct forBusiness Lending to Small& Medium EnterprisesInformation Booklet

ContentsPage

1 Introduction 1

2 Credit Applications 2- General- Successful applications- Unsuccessful applications

3 Withdrawals or Amendments 3- Withdrawals or amendments of credit- Other amendments

4 Taking Security: our Collateral Policy 3

5 Return of Security 4

6 Guarantees 4

7 Interest 5

8 Offer of Annual Review 5

9 Financial Dif f iculties 5- General- Provision of Information- Arrangements- Appeals- Consequences

10 Complaints 8

The Code of Conduct for Business Lending to Small and Medium

Enterprises Information Booklet.

Please read this information booklet carefully if you are an existing

or prospective borrower. If you are an existing or prospective

guarantor, please note carefully the text in section 6 of this guide

concerning guarantees.

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1. Introduction

Danske Bank fully supports and adheres to the Code of Conduct forBusiness Lending to Small and Medium Enterprises. Thisinformation booklet provides some general information about theCode and certain details that we are required to communicate toyou under the Code.

Please note that the Code does not apply to:

• a SME not operating in Ireland;• lending between Danske Bank and other f inancial

institutions;• syndicated, club or multi-lender transactions;• special purpose vehicles (SPVs), including SPVs established

for the purposes of a particular transaction.

Please note also that nothing in the Code or in this informationbooklet prohibits us from acting with all necessary speed:

a) where in the circumstances of the case it is considerednecessary to initiate a liquidation, receivership,examinership or similar insolvency event or where anotherregulated entity or other third parties initiate such actions;

b) where it necessary in order for us to protect our legitimatecommercial interests; or

c) where there is reasonable evidence of fraud, terroristconnections, money laundering and/or misrepresentation.

The provisions of this Code are without prejudice to our regulatoryand/or legal obligations and legal rights to enforce any agreementincluding any security taken in connection with any agreement.

This information booklet is merely for information purposes anddoes not create legal relations between us and you. It is not a legaldocument and should not be relied upon as such.

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2. Credit Applications

GeneralWhen you apply for a credit facility we consider each applicationfor credit on its own merits. As with all banks, an application mustsatisfy our credit and risk criteria before it will be accepted.

Customers are generally keen to know how long the creditapplication process will take. Once you provide us with all thedocumentation and information that we need to assess yourapplication, we will aim to revert to you with a f inal credit decisionwithin the timelines below.

Overdrafts 2 weeksLoans 2 weeksTerm loans 2 weeksInvoice discounting 3 weeks

Please note that the above timelines are estimates only. In allinstances however, we will endeavor to reply to you sooner.

Successful applicationsIf you have applied for a credit facility from us and your applicationhas been successful, you will be sent a letter of of fer.

The letter of of fer confirms the credit facility that we are preparedto extend to you and sets out the terms and conditions that willapply to that facility, if you accept the of fer. You should read thisdocument carefully, paying particular attention to the provisionsconcerning default as well as those concerning fees, charges andinterest rates. The letter of offer outlines the next steps necessaryto draw down the facility, including what conditions (if any) must besatisf ied and what security will be required before drawdown canoccur.

Unsuccessful applicationsIf you have applied for a credit facility from us and your applicationhas been unsuccessful, a letter will be sent to you explainingclearly the reason(s) why your application was declined.

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3. Withdrawals or Amendments

Where we have issued a credit facility to you, we only everwithdraw or amend the relevant credit facility in accordance withthe terms and conditions applicable to that facility; we will notifyyou promptly of the proposed withdrawal or amendment andadvise you of the reason(s) for same.

Any decision to withdraw/amend credit facilities will be taken onits own merits. We reserve the right to act with all necessaryspeed to withdraw credit in certain circumstances as set outearlier.

Other amendmentsWe will inform you in advance of making any changes to the terms,conditions, fees and charges relating to a credit facility of whichyou have availed.

4. Taking Security: our Collateral Policy

We may seek security for any credit facility that we offer. Typicallythe security sought will be a mortgage, charge, pledge orassignment of certain property or assets.

In addition, we may request a personal guarantee. Suchsecurity/guarantee reduces the risk arising for us in the context ofa particular lending proposition.

We will always look for security appropriate to the risk that weincur by providing a credit facility. In this regard, the Bank takesaccount of the nature, liquidity and value of the collateral of feredagainst the level of credit being sought.

We do not seek to impose unreasonable collateral requirementsfor the provision of credit or unreasonable personal guaranteerequirements.

It is our policy to enforce our rights under any loan, security orguarantee documentation to the fullest extent possible. Thisincludes seeking accrued interest and other charges arising, aswell as legal, selling and other related costs. Where liquidation ofcollateral is not suff icient to discharge the entirety of the debt ourpolicy, unless otherwise agreed with a borrower/guarantor in

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writing, is to pursue a borrower/guarantor for the balance of theobligations arising. This may include but is not limited to thecommencement of bankruptcy or insolvency proceedings.

Offering security or a guarantee for a loan needs seriousconsideration. The various forms of security and guarantees areeach subject to their own terms and conditions and to applicablelaw. Ultimately, if a borrower defaults on a facility, the end-result inall instances is that some or all collateral may never be returnedto the borrower.

We recommend that borrowers and guarantors take independentadvice, including but not limited to independent legal advice, beforeagreeing to of fer collateral as security for a loan and/or to act asguarantor.

When it comes to enforcement of mortgages on a consumer'sprincipal private residence in Ireland and personal guaranteessecured over a guarantor's principal private residence in Ireland,we adhere to the Central Bank of Ireland’s Code of Conduct onMortgage Arrears. Please ask a staff member for further details ifrequired.

5. Return of security

When all facilities for which security is given have been repaid infull, we will at your request, promptly return any security that weheld for those facilities. To avoid misunderstanding, we ask thatany such request should be in writing.

6. Guarantees

On occasion we will request a personal guarantee in respect of acredit facility. A guarantor may also be asked to provide collateralby way of security. So, for example, the guarantor may berequested to provide a mortgage over their principal privateresidence by way of security against the credit facility. Suchguarantees and collateral arrangements reduce the risk arising forus in the context of a particular lending proposition. Guaranteesand collateral arrangements also enable us to provide borrowerswith a more competitively priced credit facility. We never seek toimpose what we consider to be unreasonable personal guaranteerequirements.

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7. Interest

The details of the basis of your interest calculation are containedin the particular terms and conditions applicable to your creditfacility. For details of charges applicable see our “Clear andSimple Business Fees and Charges Explained” brochure.(www.danskebank.ie). Where we change the interest margin on acredit facility, we will notify you promptly of that change.Where an interest rate has increased, we will notify you of thischange.

8. Offer of Annual Review

We offer all existing SME customers to whom we provide a creditfacility in Ireland the option of an annual review meeting with uswhich will include a review of all credit facilities and any securityarrangements in place. Should you wish to avail of this of fer, pleasecontact us on 1890 866 860.

9. Financial Dif f iculties

If you are already in f inancial dif f iculty or anticipate that you maynot be able to meet future commitments the most important stepis to contact us as early as possible so that we can assist you inthis matter. We also recommend that you obtain an appropriatelevel of support from your accountant and/or professional advisersto advise you and gather all information necessary to allow uswork with you and fully assess your circumstances.

Without appropriate co-operation and engagement from you wewill be unable to assist you in addressing your f inancial dif f icultiesand demand may ultimately issue on your facilities.

General – Financial Dif f iculties

Financial Dif f iculties is defined as:(a) your credit facility is in arrears for three consecutive

months;(b) the approved limit on your overdraft facility is exceeded and

remains exceeded for 90 consecutive days and there hasbeen no engagement by you.

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If you fall into f inancial dif f iculty we will work with you andendeavour to agree an approach that will assist you to addressthis.

We will:• write to you advising you that you are now classif ied as

being in “f inancial dif f iculty”• offer you a review meeting to discuss your f inancial

dif f iculties• outline details of the information required from you in order

to assess your f inancial dif f iculties• explore alternative arrangements to address your f inancial

dif f iculties giving consideration to your full circumstances• complete an assessment to consider if an alternative

repayment arrangement is suitable for you• write to you with the decision regarding an alternative

repayment arrangement within 15 business days of receiptof all of the information required from you.

Information required from youThe complexity of your business generally determines the detailand complexity level of f inancial information required by the Bank.These requirements typically include:

• Signed Statements of Assets and Liabilities and Income andExpenditure Statements for both the principal debtor andany guarantor that may be a party to the borrowing andmust be a "Declaration of Full Disclosure" providing detailsof all borrowings.

• Audited Accounts or Unaudited Accounts (where applicable).• Management Information –such as:

- P&L and Balance Sheet,- Projected P&L and Balance Sheet,- Cash Flow Forecasts,- Aged Debtor/Aged Creditor Lists,- Stock Lists.

For agricultural customers, suff icient information is requested forthe Bank to complete a Farmers Capital Statement and GrossMargin Analysis.

For customers with lending exposures relating to property, signedand dated rent roll statements are to include updated valuations,residual debt levels and mortgagee details.

Further information may be requested which is considered to berelevant to your specif ic circumstances.

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ArrangementsWhere we offer you an alternative repayment arrangement, we willadvise you in writing of the details, including the timeframe to availof the revised arrangement. Where we have assessed that analternative repayment arrangement is not appropriate then we willwrite to you advising you of the reason(s).

Where an alternative repayment arrangement comes to an end,we will promptly assess your situation and will consider if youshould continue to be treated as a f inancial dif f iculties case.

Appealing a decisionIf for whatever reason you are not happy with our decisionregarding an alternative repayment arrangement, you can submitan appeal in writing to your business manager or business advisorwith in 20 business days of receipt of the decision. We will provideyou with a written response within 15 business days of receivingyour appeal.

Consequences of arrearsYou should be aware of the following consequences should yourcredit facility(ies) be in arrears:

• ` you may incur fees or charges if you default on your existingfacilities. Our brochure entitled “Clear & Simple BusinessFees & Charges explained” will outline any changes that mayapply. Please note that there are no additional fees arisingspecif ically as a result of you falling into f inancial dif f iculty.These charges may be avoided in the future if you avail ofand adhere to the terms of any alternative repaymentarrangement that may be put in place.

• your other accounts may be negatively impacted, forexample, if you fail to meet commitments on any one accountyou may be considered to have breached the terms of otherborrowings.

• your credit rating may be negatively impacted which mayaffect your ability to secure borrowings in the future.

Any steps such as those identif ied or others taken in suchcircumstances are without prejudice to our legal and/or regulatoryobligations and/or our legal rights arising. They are alsodependent on your co-operation in meeting any requests we maymake of you. With regard to the recovery of debt from you, we mayengage one or more agents, such as solicitors or debt-collectionagencies, to do so and we reserve the right at any time to assign,transfer or otherwise dispose of our interest in the facilitieswithout your consent.

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10. Complaints

We seek to provide you with the best possible service. However,sometimes complaints arise. In the event that you wish to make acomplaint, please contact us on 1890 866 860 in the f irstinstance. Where possible we seek to remedy complaints within 5business days. However, sometimes this is not possible.In such instances, we will:

(1) issue you an acknowledgement of your complaint within 5business days of the complaint being received;

(2) provide you with the name of one or more individualsappointed by us to be your point of contact in relation to thecomplaint until the complaint is resolved or cannot beprocessed further;

(3) provide you with a regular update on the progress of theinvestigation of the complaint;

(4) attempt to investigate and resolve your complaint within 40business days of having received same;

(5) where 40 business days have elapsed and the complainthas not been resolved, inform you of the anticipatedtimeframe within which we hope to resolve the complaint;

(6) advise you, within 5 business days of the completion of theinvestigation of the complaint, of the outcome of theinvestigation and, where applicable, explain the terms of anyoffer or settlement being made.

If you are unhappy with the decision you may have the right torefer the matter to the Financial Services Ombudsman, 3rd f loor,Lincoln House, Lincoln Place, Dublin 2 www.f inancialombudsman.ieTelephone 1890 88 20 90 or 01 6620899.

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Glossary

In this document the following terms bear the following meanings:

"Credit Product" means any of the following credit products whenprovided by Danske Bank within Ireland to a SME Customeroperating in Ireland:

(i) an overdraft;(ii) a loan;(iii) a term loan;(iv) invoice discounting.

Danske Bank does not itself provide hire-purchase and leasingproducts. These products are otherwise of fered within the DanskeGroup of companies in Ireland but are not provided by DanskeBank.

"SME Customer" means an enterprise that employs fewer than250 persons and which has an annual turnover not exceeding €50million and/or an annual balance sheet total not exceeding €43million and shall include "smaller enterprises" which are defined bythe code as follows:

a) a natural or legal person or group of natural or legalpersons, but not an incorporated body with an annualturnover in excess of €3 million in the previous f inancialyear, acting within their business, trade or profession (forthe avoidance of doubt a group of persons includespartnerships and other unincorporated bodies such as clubs,charities and trusts, not consisting entirely of bodiescorporate) or

b) incorporated bodies having an annual turnover of €3 millionor less in the previous f inancial year (provided that suchbody shall not be a member of a group of companies having acombined turnover greater than the said €3 million);

"we", "us", "our" means Danske Bank A/S trading as Danske Bankin the Republic of Ireland

"you", "your", "borrower" means a SME Customer

28659.IE 2012.11 LC5205

Danske Bank A/S is a plc registered in Copenhagen,CVR-no. 61126228, at the Danish DCCA. Registeredbranch in Ireland Company No. 905623 with office at3 Harbourmaster Place, IFSC, Dublin 1. Registeredoffice in Denmark: 2-12, Holmens Kanal, DK-1092,Copenhagen K, Denmark.

Danske Bank A/S (trading as Danske Bank) isauthorised by The Danish FSA in Denmark and isregulated by the Central Bank of Ireland for conduct ofbusiness rules.

Details of all Danske Bank A/S directors can beviewed at its registered offices.

www.danskebank.ie