Code of Conduct

Code of Conduct for Fred. Olsen Energy Group

1. Purpose and Scope
The purpose of this procedure is to ensure a common commitments on rules, regulations and behavior within Fred. Olsen Energy and its subsidiaries (“FOE Group”). This includes a common standard for ethics and corruption.

This procedure shall apply for all employees in the FOE Group and all hired personnel, consultants and other who act on behalf of any company within the FOE Group.

Compliance with the procedure results in behavior with honesty, high integrity and respect. This type of behavior creates trust which is elementary for good business cooperation. Trust is earned through long term achievement, behavior and accountability.

Employees who come forward with concerns play an important role in maintaining out ethical workplace and high-performance business.

Even though certain elements of ethics and behaviors are discussed in this procedure it does not remove the need for each person to exercise good judgments when facing ethical situations.

2. Ethics and behavior

All type of behavior and actions must be within the law of the country of operation and well within what is described in this procedure. All persons working within the FOE Group must be open and honest with superiors in respect to difficult ethical situations. If direct superiors are involved in ethical dilemmas it must be brought to the next level. All persons working for the FOE Group including subsidiaries shall respect human rights, and under no circumstances take any actions that negatively impact other people’s human rights. The FOE Group does not accept any form of discrimination or harassment (e.g. based on such as race, color, religion, sex, age, disability).

No information obtained illegally or unintentionally from business partners shall be distributed or used by the FOE Group. The distribution or use of such information might be in breach of competition, civil or criminal laws.

All form of corruption or bribery is strictly prohibited. This includes any type of undue payments made to influence someone conducting their duties, and/or where someone gain undue personal benefits like kick backs from suppliers. Such improper behavior can be cash payments, gifts, travels, accommodations or services.

The FOE Group requires and encourages transparency in all transactions undertaken when conducting business on behalf of the FOE Group. All business transactions shall be backed up by invoices between the parties to secure full transparency with respect to who has authorized- and who the ultimate receiver of the payment is. No agreements shall be made with middlemen/agents in a way that can be interpreted as corruption or facilitating corruption.

Use of intermediaries
Before intermediate companies, like agents and consultants, are contracted, it must be ensured that the intermediate companies are involved in bona fide business activities (a formally registered company with substance). Agreements with intermediate companies shall be based on the internal procurement procedures in the FOE Group, including written contracts. It is emphasized that all contracts with intermediaries shall include a contract clause stating that any corruptive actions or unethical behavior is prohibited while representing any company within the FOE Group.

FOE conflict of interest
All persons working for the FOE Group must act in the best interest of the FOE Group in all business dealings and not give any business partners, being companies or individuals, improper advantages, including relationships that could give rise to an actual or perceived conflict of interest.

No one working for the FOE Group shall have part time jobs, board memberships, consultancy tasks or other financial interests which may in any circumstances negatively impact with the business of the FOE Group. This will include working or providing services for someone with which one is cooperating with as a representative of the FOE Group. Furthermore, it is not acceptable for anyone working for the FOE Group to invest considerable amounts in competitors, customers or suppliers of the FOE Group. Considerable amount is in this case defined as the level of financial investments that might impact a person’s judgment.

Employees in FOE Group, or any of their closely related, must not receive loans from any of the FOE Group’s business partners. This excludes regular loans to employees on market rates from banks or financial institutions.

It is the Company’s policy not to establish any form of lease between the Company and employees, for example deals with rental house, apartment, cottage, car boat or otherwise.

All type of relationships or financial interests that could be in conflict with this procedure shall be preapproved in writing by your superior.

All persons working for the FOE Group shall be under the duty of confidentiality and shall prevent unauthorized persons access to information not reported publically or classified as confidential. There must be a careful consideration of what internal matters and information are to be discussed with unauthorized persons.

The duty of confidentiality continues to apply after termination of the contractual relationship between the individual and the FOE Group. The only exception is when disclosure of internal or confidential information is required by law.

Inside information
All persons working for the FOE Group must not use or distribute inside information regarding FOE or any companies with which FOE Group has business relations (e.g. clients/customers, suppliers, service companies or others). Any transactions of publically listed shares or other financial instruments based on insider information are prohibited by law.

Inside information is defined by law and comprises information not publically know which can affect the share price. For the FOE Group examples of inside information can be financial numbers prior to public reporting, investment initiatives, drilling results of clients, etc.

If in doubt the investor relations responsible (+47 22 34 10 00) in FOE shall be contacted for guidance.

3. Intellectual property
All development of new ideas, technology and/or products undertaken by persons working for the FOE Group is part of developing FOE’s intellectual properties. These intellectual properties are the ownership of FOE. The ownership of FOE’s intellectual properties must be respected, as well as property rights of others.

4. Gifts and Representation
Gifts are generally inappropriate in business relationships. When gifts are appropriate because of custom or culture, we ensure that the gift does not violate local laws or our client’s code of conduct. Gifts or representation can create improper influence, and some might even be seen as bribes and corruptive behavior.

Participation in various events may be acceptable if there is a clear business reason, but any travel, accommodation and other expenses for the individual participating in events must be paid by the relevant company in the FOE Group. This also goes in the reverse direction when a company within the FOE Group invites external individuals to events.

Certain behavior are always unacceptable; like gifts to public officials, gifts in relation to a bidding process, money gifts, improper entertainment (e.g. sexual content or gambling) and all form of corruption and bribery.

Any type of gifts or representation given to external business partners shall be backed up by invoices or receipts.

Exceptions to this procedure might be acceptable with preapproval of CEO or in situation where it will be seen as a clear offence to refuse. In such example the gift or behavior shall be reported to your superior.

All gifts to internal employees within the FOE Group shall have a limited value and have to be approved by the local Managing Director (MD).

All internal entertaining and representation in FOE Group have to be approved by your superior before it takes place.

For both external and internal entertainment the alcohol consumption shall be limited to normal consumption included in a meal. Excessive use of alcohol is not acceptable.

5. Compliance and internal control
As part of the Internal Audit processes in the FOE Group, necessary means will be employed in order to monitor that the code of conduct is being fully complied with by all personnel working for and on behalf of the FOE Group.

Oslo, December 5th 2011