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Fundamental moral requirements

Honesty and Integrity

Our employees must prove in their working performance a fair and honest behavior , respecting rules and moral principles. They need to pay attention to fully respect human and community values.

Our employees must give their best diligence to shun doubts about moral and professional integrity and to operate in this regard.

OTP Factorings’ books and records must be keptproperly , paying particular attention in protecting companies’ assets.

Professionalism

We accomplish tasks at the highest professional level possible in accordance with the rules and requirements of business ethics. Our employees must demonstrate initiative, creativity at the individual level and take overall responsibility.

The principles of professional activity

Professional credibility

We want to be at height responsibility in business through continuous improvement of knowledge and skills. All activities within the competence of OTP Factoring are executed with qualified and experienced personnel who must pay special to attention to customer information and maintain a mutual benefic relationship with them.Conflict of interests

• In accordance with legalprovisions , our employees must avoid conflict of interests that might arise in relation with holding positions within the company, working attributions and their own persons, or and even the appearance thereof. Employees cannot engage in any activity which is in conflict with the interests of OTP Factoring in order to take fair and impartial decisions.. Employees refuse to accept any gifts or improper benefits and are not allowed to give undue understand or make clear statement of expectations in this sense.Privacy

• One of the most important requirements of the relationship of trust that we developed with our clients is to strictly protect trade secrets and confidential information. We consistently respect banking secrecy resulting from financial services activities deployed.

Respect for debtors, colleagues and competition

Honest business behavior

• During the work we fully respect the interests of our competition and its employees, excluding any attempt of misleading influence.

• It will be given a special attention to the debtors interest, while any abuse of his delicate situation will be considered an unethical attitude. Any employee of OTP Factoring has no option but to abstainfrom such behavior.

• We are only concerned with debt recovering, obtaining any other material benefit which exceeds the companies’ objective , or a behavior in this regard is foreign to our company and morally disapproved .

• We initiate only procedures that are neededand adequate to achieve our commercial goals.

Respect and fair treatment

• In relation of our employees we accept only respect, kindness and fair treatment. We sentence and abstain from any form of discrimination and harassment. In addition we recognize the importance of private life and we provide support by all means for our employees to balance life at work and private life.

• We recognize our employees’ rights to have an active political or civil role, but political activities should be exercised outside workplace. In political statements made employees cannot abuse of their position in OTP Factoring and they cannot prejudicethe reputation of OTP Factoring.

Principles of Governance

Responsible corporate governance

• In carrying out the corporate objectives proposed, administration and management of OTP Factoring should be characterized by the application of practices to ensure risk elimination and its weight. This is attained through the efficient operating of commercial controls by independent auditors, and through a system of remuneration and performance based bonuses. In carrying out our objectives we collaborate with our colleagues, business partners, authorities, government and fiscal administrations – consequently: everyone concerned.

Reporting breaches of ethical conduct

One of the objectives of ethical regulation is to encourage voluntary compliance of behavior regaulated in the Code of Ethics as well as to increase awareness and general acceptance of ethical rules. In the case exists a suspicion of the breach of ethical behavior is general interest that the person whoobserved the violation, to reportit.

This can be achieved by contacting oneof the following persons:

• a member of the board directors of OTP Factoring, ie the involvement of a member of management;

• General Manager/ Chief Executive Officer;

• General Managers’ Personal Assistant .

Handling complaints

• OTP Factoring’s customers may submit complains on failure to comply with etchical principals or any other complaints through the system of ‘complaint management’.

If the customer submits under discussion the suspicion of violation of ethicalbehavior , the colleague who receives the complaint must inform the persons in charged mentioned in the Code of Ethics.

Bucharest, August 2013