FIRST NATIONAL BANK ZAMBIA LIMITED CODE OF ETHICS

FIRST NATIONAL BANK ZAMBIA LIMITED CODE OF ETHICS 1. INTRODUCTION 1.1 Philosophy The FirstRand Banking Group and all its subsidiaries and associates globally, referred to as the Group, are committed to a policy of fair dealing and integrity in the conduct of its business. This comment rests on the fundamental belief that business should be conducted honestly, fairly and within the framework of applicable laws. The Group expects employees to share its commitment to high moral, ethical and legal standards, and be committed to contribute to the commercial success of the Group, achieved against this ethical background. Adherence to this Code is a strategic business imperative and a source of competitive advantage. 1.2 Purpose and scope of this Code The purpose of the Code is to promote and enforce ethical business practices and standards within the Group and to provide a benchmark for all behaviour. All employees are requested to take careful note of the contents of this Code and ensure that they comply with both the written word and the spirit of the Code. 2. APPLICATION AND GENERAL OBLIGATIONS This Code of Ethics applies to: The managers and directors of the Group, including non-executive directors; and Employees; Other representatives (i.e. contract employees, fulltime consultants, etc. of the Group). All persons listed above are individually and/or collectively referred to as "employees" in this Code. In practicing this Code, all employees are expected to: Respect their terms and conditions of employment. 1

Defend and maintain the reputation of the Group. Practice sound labour relations. Develop their personal capabilities. If employees are in doubt about how to apply the Code, they should discuss the matter with the person to whom they report. The Group may, from time to time, and after consultation with staff representative bodies, amend the Code and these changes will be communicated to all employees. If employees become aware of, or suspect a contravention of the Code, they must promptly and confidentially advise the Group as set out in the section "Contravention of the Code". 3. COMPLIANCE WITH LAWS AND REGULATIONS Employees must comply with the applicable laws, rules and regulations which relate to their activities for and on behalf of the Group. Employees may not break the law or enter into unethical business practices, including taking money for, or taking part in, any unlawful act/s including but not limited to bribery, fraud, theft or money laundering. Employees must ensure that their behavior cannot be interpreted in any way as contravening any laws and rules that govern the operations of the Group. Employees should ensure that they are not involved in any form of dishonesty, deceit or misrepresentation, during or after working hours, that may affect the Group or the employment relationship. The Group will not condone any violation of the law or unethical business practices by any employee. An employee who has to appear in a court of law, on a matter which may affect the Group, either on his/her own behalf or as a representative of the Group, should inform his/her immediate senior with immediate effect. The Group supports: The King Report on Corporate Governance; The Code of Banking Practice of the Banking Council of South Africa; The Register of Employees Dismissed; The Code of Ethics and Standards of Professional Conduct of the Institute of Financial Markets; 2

the rules and directives of the Johannesburg Stock Exchange; the rules of the South African Futures Exchange; and the Rules of the Bond Exchange of South Africa. Bank of Zambia Corporate Governance Guidelines. Copies of these documents and all applicable acts are kept in the Compliance/Internal Audit Departments and are available for reference to all employees. 4. GROUP ASSETS AND RECORDS Employees should, at all times, ensure that the Groups assets, including copyright and intellectual property, are used for lawful business purposes only, and remain the sole property of the Group. When using material in substantially the same form as prepared by other persons, employees should acknowledge the author or publisher of that material. 5. OBLIGATION OF MANAGERS Managers shall: be responsible for communicating this Code to all employees and ensuring that they understand it; be responsible for the observance of the ethical obligations of their areas of control; make sure employees comply to the Code when relating to customers; respect the confidentiality of sensitive customer information; act honestly and in good faith; not allow Group services to be used for private purposes, unless special prior approval has been obtained from a senior; act within his/her powers, in the interest of, and for the benefit of, the Group; not place themselves in a position where their personal interests could conflict with their duties to the Group; ensure good buying practices with suppliers to the Group; report honestly on the financial position of the Group to its creditors, when necessary. 6. CONFLICT OF INTEREST A conflict of interest exists when employees in association with immediate family members have direct or indirect personal interests in, or derive benefits from, transactions to which the Group is also a party. Such situations must be avoided and prevented at all times, in the interest of honest and bona fide bus ness practices. 3

Employees are expected to perform their duties conscientiously, honestly and in accordance with the best interests of the Group. Employees will, therefore, not carry on business on their own account or have other conflicting interests, without full disclosure to the Group. If employees are of the opinion that the conduct, behavior or activity in which they are involved may constitute a conflict of interest with the Group, it should immediately be brought to the attention of that employees immediate senior. 6.1 Personal account trading The Group acknowledges and respects the right of all employees to make personal investment decisions as they see fit, as long as these decisions do not contravene the provisions of the Code, any applicable legislation, or any policies or procedures established by the various operating areas of the Group This includes the provision that these decisions are not made on the basis of material confidential information obtained by reason of their employment. Employees may enter into personal account joint trading, provided that the trading: is not insider trading (using confidential information that may affect the share price); Does not conflict with the interests of the Group or its client; 6.2 Gifts, hospitality and favours Financial services officials have a specialized position in the business world which places them in situations where efforts will surely be made to influence their discretion. Conflicts of interest can arise when employees are offered gifts, hospitality or other favours that may, or could be perceived to influence their judgment in relation to business transactions such as placing orders and contracts or procuring clients and accounts. Employees may under no circumstances accept gifts that can be regarded as bribes e.g. valuable and expensive gifts, airline tickets, etc. Any gift that has the potential to affect that employees future objectivity or places that employee under any obligation, is not acceptable, unless fully approved by the employees senior. Cash gifts may not be accepted under any circumstances. Any offer of this kind must be declined politely or returned to the sender immediately, if it is delivered without prior notice. The onus is on the employee to seek clarification from his senior in the event of uncertainty. Accepting small gifts such as promotional items, company pens, or items of limited value, would not be regarded as breaking this Code. 4

Occasional personal hospitality, such as tickets to local sporting events or theatres may be accepted, provided that the person receiving the favour pays for any travel or accommodation him/herself. If an employee receives an invitation to out-of-town events, trips or promotions involving travel and accommodation arrangements that the employee does not pay for him/herself, he/she should obtain approval from the head of the business unit. Employees should follow the same guidelines when handing out gifts to clients. 6.3 Outside activities, employment and directorships We all share a very real responsibility to contribute to our local communities, and the Group encourages employees to take part in religious, charitable, educational and civic activities. Employees should, however, avoid taking part in any activity outside the Group which would constitute an unreasonable demand upon their time, attention and energy and which would hinder their job performance/best efforts on the job. Valid participation in the activities of the recognized trade union would not constitute a conflict of interest. A conflict of interest is a duty, interest or distraction that would interfere with his/her independent judgment in the Groups best interest. Employees should obtain prior written permission from the Group to hold any employment and/or interest in any business undertaking, outside the Group, including any temporary employment. Employees must therefore obtain prior approval from their immediate senior before accepting any appointments as a director of public or private company is outside the Group (See Appendix I). 6.4 Relationships with customers and suppliers Employees should ensure that they are independent, and are perceived to be independent, from any business organization having a contract with the Group or providing goods or services to the Group. Employees may not invest in, or obtain a financial interest, directly or indirectly, in such a business organization, other than shareholdings in public companies. 6.5 Remuneration No employee may accept commissions or other payment related to the sale of any product or service belonging to the Group, except as specified in the employee s terms of employment. Employees may only sell authorized products and services. No employee may accept payment or commission of any kind from a customer, supplier, etc. 5

7. CONFIDENTIALITY AND PROTECTION OF INFORMATION The employee acknowledges that he/she will accumulate, during the course of his/her employment with the Group, a considerable amount of information, which he/she acknowledges to be of a confidential nature, the employee acknowledges responsibility for ensuring the protection of such information and will not divulge it in any unauthorized manner. No information, financial or otherwise, regarding any clients of the Group may be provided to outsiders, without the prior written permission of the client. 8. MEDIA RELATIONS Only executive management or the designated spokesperson may, as a general rule, communicate publicly regarding the Groups position on public policy or industry issues. 9. PERSONAL BEHAVIOUR Employees should conduct themselves in accordance with the highest personal and moral standards and should not behave in any manner that may bring the Group into disrepute. Employees should maintain their personal financial affairs in a proper and responsible manner, within their financial means, and immediately report any sensitive situation that may have a negative impact on the employee s position or performance or that of the Group. The Group accepts that employees participate in the political process and respects their right to privacy, freedom of association, etc. with regard to personal political activity. Group funds, goods or services, however, may not be used as contributions to political parties or their candidates. Employees should separate their personal roles from the Groups position when communicating on matters not involving Group business. 10. ENVIRONMENTAL RESPONSIBILITY The Group is committed to providing a safe work environment for all employees in terms of the law, and supports environmental management where it is applicable. 6

11. EMPLOYMENT EQUITY The Groups Employment Equity Policy ensures compliance with the Employment Equity Act and the Group is committed to achieving the purposes of the Act, namely:- Eliminating all forms of unfair discrimination; Promoting diversity and a culture of equality. The Group therefore promotes a system of equal opportunity and equal treatment for all and rejects any form of tokenism, window dressing, "jobs for loyalty" employment. The Group commits itself to creation of an environment within which an employee can assure his/her own employability, inside or outside the organization. 12. CONTRAVENTION OF THE CODE Non-compliance with the Code is a serious and disciplinary offence. Any investigation into suspected or possible breaking of the rules must be kept confidential. If an employee is of the belief that his/her conduct may have contravened the Code, this should be immediately reported to his/her senior, who will take the necessary action. If an employee becomes aware or suspects that someone else within the Group has or may have contravened the Code, this information should also be reported immediately to his/her senior, preferably in writing and in a confidential manner. The employee should not confront the individual concerned to ensure confidentiality and for the matter to be investigated objectively. All information received even anonymously should be reported to the Group. Non-compliance with the Code may lead to disciplinary action being taken against an employee, which may lead to dismissal. Certain breaches of the Code could also culminate in civil or criminal proceedings. This Code and its Principles as set out above are to be implemented throughout the Group. 7

APPENDIX I PROCEDURE TO BE FOLLOWED IN DECLARING OUTSIDE INTERESTS 1. Definition of outside interests to be disclosed: The onus rests on employees and directors to disclose all potentially conflicting interests. These interests should be declared on the following basis: Any position or beneficial interests that an employee or his/her immediate family may hold in any company (public or private), partnerships, close corporations, bodies corporate, or business venture of any nature, must be disclosed. This situation does not apply to the acceptance of office on club committees, welfare organizations or bodies of a similar nonprofit making nature. All existing outside interests which were established before the issue of this Code document, must be disclosed and declared. All existing and new appointments will be required to declare any outside business interests in accordance with the above Code and provide details of any changes in future. 2. Procedure for Disclosure This information should be disclosed to the employees immediate senior or any higher authority, who will be responsible for recording the interests concerned in a confidential register and submitting it to the CEO. Details of the interest are required in order to decide whether the interest conflicts with group business. 8