Code of ethics and protocol of the Iceland Enterprise Investment Fund slhf.

The Iceland Enterprise Investment Fund requires the companies in which it invests to focus their efforts on good governance in their business practices, relying on both Icelandic and international rules and guidelines. In order to promote good governance, the Fund itself must endeavours to serve as a role model; to this end the board of directors of the Fund has adopted the following code of ethics and protocol for its employees and officers.

1. Purpose of the rules
The board members and employees of the Iceland Enterprise Investment Fund are conscious of the responsibility that goes with the administration of pension funds’ assets, which are owned by the public. The purpose of the rules is to promote good business practices and protocols.

Administration of the Fund’s assets entails relations with stakeholders in the financial markets and issuers of securities, particularly stock companies. The board of directors of the Fund expects the Fund’s employees to engage in such relations only in the interests of the Fund. The board of directors stresses the importance of compliance with generally accepted business ethics in all such relations.

These rules are an integral part of the employment contracts of employees. By their signature of an employment contract, employees undertake to observe these rules as current at any time.

2. Good practices
Board members and employees shall carry out their work conscientiously and with dedication in the best interests of the pension funds, their members and other parties doing business with the Fund.

Board members and employees shall endeavour to provide assurance, both in their work for the Fund and in other activities, that nothing in their conduct will cast doubt upon their fitness to carry out their tasks for the Fund or serve to prejudice the Fund’s image.

Board members and employees shall take care to treat other board members, employees, partners and other parties doing business with the Fund with respect and courtesy, regardless of gender, faith, political views or other personal characteristics. Harassment of any kind is incompatible with good relations and practices in the workplace and will not be tolerated.

3. Conflicts of interest
Board members and employees are required to avoid any conflicts of interest that might arise between their work and other activities or relations with external parties.

They shall not participate in any decisions where circumstances might cast any doubt on their impartiality. Any board member or employee who is aware of any potential reasons for disqualification shall promptly disclose such reasons.

4. Trading by employees
All securities trading is subject to special rules of procedure of the Fund regarding trading by the Fund itself, its board of directors and employees.

The purpose of the rules of procedure is to prevent any conflicts of interest in the Fund’s activities and to reduce the risk of any persons to whom they apply having personal interests which might cast in doubt their impartiality in decision making processes relating to individual issues.

5. Handling of confidential information
Board members and employees are subject to confidentiality concerning any information which may come to their knowledge in the course of the performance of their duties and which is confidential by law or by nature. The obligation of confidentiality shall remain in effect after termination of employment.

6. External work
Employees of the Fund shall not serve as agents for other entities in matters concerning the Fund. Furthermore, employees are not permitted to engage in business operations concurrently with their work for the Fund or accept gainful employment outside the Fund except with the written consent of the managing director.

Employees are not permitted to serve on the boards of directors of external undertakings or organisations except with the permission of the managing director. Similarly, the managing director is not permitted to serve on the boards of directors of undertakings or organisations except with the permission of the board of directors. The managing director shall not participate in any business enterprise except with the permission of the board of directors of the Fund; such permission shall be entered in the minutes at a meeting of the board. A holding in an undertaking is regarded as constituting participation in business operations, except in the case of an indirect holding through an undertaking for collective investment in transferable securities or an insubstantial holding which confers no direct influence on the management of the undertaking.

7. Social affairs and politics
Before undertaking any positions which involve significant responsibility or time-consuming social or political work employees shall consult the managing director in order to ensure that such work will not interfere with the duties of the employee for the Fund or entail a risk of conflict of interest. In similar circumstances the managing director shall consult the chairman of the board.

8. Gifts
Board members and employees are not permitted to accept gifts from any service providers or customers of the Fund. Excluded are Christmas presents and other occasional gifts of a financial value that is the norm in such cases and cannot therefore be regarded as privileges. If an employee has any doubts regarding his or her permission to accept a gift the managing director shall be consulted. If an employee has any doubts regarding permission to accept a gift the managing director shall be consulted.

9. Complimentary trips and work-related trips
Board members and employees are not permitted to accept complimentary trips from any domestic or foreign service providers or customers of the Fund. Complimentary trips include recreational trips of any kind, such as fishing trips, golf trips and presentation trips relating to individual enterprises or business options and other comparable trips.

Notwithstanding the above, board members and employees of the Fund are permitted to attend presentations of investment options which are intended to gather information or knowledge which is useful for the operation of the Fund and thereby render its employees better qualified to perform their work. The presentations shall have clear informative substance based on supporting material submitted at meetings. If such presentations require travel the Fund shall bear the cost of fares and lodging except as otherwise decided and formally authorised. Documents shall be preserved and a brief report prepared of the trip and its results, which shall be accessible to the board of directors and such employees as might find them useful.

The Fund shall maintain a record of trips made by board members and employees in the course of their work. The board of directors shall prepare an annual report of all trips pursuant to the above.

10. Penalties
Violation of these rules may be subject to cautioning or termination of employment.

Approved at a meeting of the board of directors on 11 January 2010