MetLife Global Anti-Corruption Policy Amended and Restated October 2012

MetLife Global Anti-Corruption Policy Amended and Restated October 2012 Revised: September 2014 Table of Contents Section Identification Section ...
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MetLife Global Anti-Corruption Policy

Amended and Restated October 2012

Revised: September 2014

Table of Contents Section Identification

Section Title

Page Number

Policy Statement

1

2

What Are Bribery and Corruption?

2

3-4

Scope – Who does this policy apply to?

3

4

Applicable Law

4

4

Definitions

5

4-7

Doing Business with Non-MetLife Parties

6

7-8

Gifts and Entertainment: Non-MetLife Parties

7

8

Charitable Contributions

8

8-9

8.a

9

9

9-10

9.a

10

10

10-18

Facilitation Payments

10.a

10-11

Political Contributions and Activities

10.b

11

Routine Business Interactions

10.c

11

Government Officials as Clients

10.d

11

Hiring Government Officials

10.e

11-12

Non-U.S. Government Officials

10.f

12-18

10.f.1

12-16

Expense Reimbursement

10.f.1(a)

13-14

Gift and Entertainment Guidelines

10.f.1(b)

14-16

Training, Travel and Per Diems

10.f.2

16-17

Other Events

10.f.3

18

Mergers and Acquisitions

11

18-19

Due Diligence

11.a

18-19

Contractual Provisions

11.b

19

Recordkeeping

12

19

Potential Violations –Discipline & Reporting

13

20

13.a

20

Training

14

20

Risk Assessment

15

21

Implementation of Anti-Corruption Procedures

16

21

Policy and Guidelines Exceptions

17

21

Monitoring

18

21

Periodic Audit

19

21

Appointment of Global ABC Compliance Officer

20

21-22

Non-U.S. Government Officials Ex-Gratia Payments Ex-Gratia Controls Contacts with Government Officials

Gifts and Entertainment

Reporting of Potential Violations

1

Table of Contents Section Identification

Section Title

Page Number

Gift & Entertainment Reporting Form

Appendix A

23-25

Sample Gifts & Entertainment Expense Log

Appendix B

26

Warning Signs of Corruption

Appendix C

27-28

Contracting Guidelines

Appendix D

29-35

Gifts & Entertainment Policy & Guidelines: Non-MetLife Parties

Appendix E

36-40

MetLife Reporting Guidelines: Allegations of Corruption

Appendix F

41

1.

Policy Statement

“Corruption1” violates the public trust, threatens economic and social development and substantially impedes fair trade. To combat Corruption, most of the countries in which “MetLife” conducts business have enacted anti-corruption laws and regulations as well as local laws which criminalize corrupt behavior. To comply with these laws and regulations and, above all, to maintain MetLife’s global commitment to carry out business fairly, honestly and openly, MetLife has adopted a zero tolerance policy towards all forms of Corruption and “Bribery,” whether committed by MetLife “Associates” or by “third-parties” acting for or on behalf of MetLife. Simply put, Corruption and Bribery are never acceptable. MetLife strictly prohibits Bribery or Corruption in business dealings in both the private and government sectors. MetLife Associates must never improperly influence any act/decision or obtain any advantage on behalf of MetLife through Bribery or Corruption, nor may they accept “anything of value” that may appear to influence a business situation or decision. Our Global Anti-Corruption Policy sets forth guidelines and procedures designed to mitigate Bribery and Corruption risks, promote integrity, transparency, and “doing the right thing” as an integral part of our corporate culture, and advance our reputation for trustworthiness throughout the world. Associates must also take reasonable steps to ensure that MetLife’s business partners and third-parties understand that MetLife expects them to act with the highest standards of honesty and integrity in any activity or business dealing engaged in on behalf of MetLife. Associates should immediately notify the “Anti-Corruption Unit” if they know of or even suspect any situation involving Corruption or Bribery. Associates should also consult with the Anti-Corruption Unit, or other appropriate Corporate Ethics & Compliance officer, if there is doubt about whether a particular activity is permitted. Questions concerning this Policy should be directed to the Anti-Corruption Unit at [email protected]. All communications shall be treated as confidential.

1

All terms in quotation marks in this Policy are defined in Section 5. Definitions.

2

2.

What Are Bribery and Corruption?

Corruption is any activity that involves the abuse of position or power for an improper personal or business advantage, whether in the public or private sectors. Consistent with international anti-corruption laws and regulation, MetLife broadly defines Bribery as improperly influencing an individual/“entity” in any way to gain or appear to gain a benefit. This includes directly or indirectly (through a non-MetLife party) offering anything of value intended to: Influence a person/entity to improperly engage in an act, omission, or decision in the performance of some official, public, or business-related function; or Secure an “improper advantage” in order to obtain, retain or direct business. MetLife and its Associates may be held responsible for bribes paid by a non-MetLife party even if paid without our actual knowledge. Associates must not ignore or be willfully blind to an event or information that suggests a bribe has or is likely to be made through a non-MetLife party. If you have any reason to suspect a non-MetLife party may be engaging in corrupt behavior for or on behalf of MetLife, immediately notify the Anti-Corruption Unit. In addition, the act of “Being Bribed” is strictly prohibited under this Policy. This includes directly or indirectly (through a non-MetLife party) accepting anything of value which would lead, or appear to lead, to an improper advantage or performance. Throughout this policy, the terms Bribery and Being Bribed will be used in place of the full definitions offered above. When considering whether something falls under this Policy’s definition of Bribery or Being Bribed, it may help to ask the following questions: Has anything of value been offered to any non-MetLife party with the intent to improperly obtain an advantage on behalf of MetLife? Conversely, has a non-MetLife party offered anything of value to anyone at MetLife in order to improperly influence the performance of a MetLife job duty or a company decision? These questions reflect the plain meaning of what is prohibited under this Policy. Given the broad scope of international anti-corruption laws, it is important to understand that situations which may not appear to involve Bribery may very well do so. For example, secretly paying $5,000 USD in cash to a broker in return for awarding business to MetLife, or paying cash to a “Government Official” to overlook licensing requirements, would obviously be committing Bribery. Additionally, and less evidently, paying “fees” to a broker for vague services never performed in return for steering business to an insurer may be committing Bribery if the broker improperly places business with that insurer only because of the “fees.”

3

When Corruption and Bribery involve Government Officials, the reputational damage and financial penalties to a company and its employees are greatly increased. Sections 7, 8, 9 and 10 of this policy outline the additional guidance, structure and procedures MetLife has put in place to address the additional risks created by dealing with Government Officials.

3.

Scope – Who does this policy apply to?

This Policy applies to: All associates, officers, directors, agents, brokers and other third-parties acting on behalf of MetLife anywhere in the world. (For brevity, the Policy will refer from here forward solely to MetLife “Associates.” It is important to remember that the Policy applies not just to Associates, but also to all members of each of the other groups just listed); and All companies, branches, subsidiaries, joint ventures, and private equity investments, where MetLife has management control. (For brevity, the Policy will refer from here forward solely to “MetLife” or “Company.” It is important to remember that the terms “MetLife” and “Company” refer to and include all of the above mentioned entities). Where MetLife does not have management control, MetLife must use its influence to cause the adoption, implementation and enforcement of suitable anti-corruption policies, to the extent practicable.

4.

Applicable Law

Associates must remember that acts of Corruption violate not only this Policy, but might also violate international and local criminal laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and “UK Bribery Act”. Since MetLife is a multinational organization, the Company and its Associates, both inside and outside of the U.S., are subject to U.S. anti-corruption laws as well as the anti-corruption laws of the countries in which they conduct business, all of which carry significant penalties and fines if violated. Some of these laws may apply to activities engaged in outside of the country which has enacted the law. As an example, the FCPA, to which MetLife and its Associates are subject, prohibits U.S. companies and their associates from engaging in Corruptionrelated activities outside of the U.S. Likewise, the UK Bribery Act, to which MetLife and its Associates are subject, prohibits companies doing business in the UK and their associates from engaging in Corruption-related activities outside of the UK. MetLife recognizes both the international and local anti-corruption laws which apply in every country and Associates must adhere to the more stringent applicable standard. If you believe an action taken in compliance with this Policy may result in a violation of local law or regulations, you should immediately notify the Anti-Corruption Unit.

5.

Definitions a. “Anti-Corruption Unit” is the Global Anti-Corruption Unit of Corporate Ethics & Compliance. The Anti-Corruption Unit has oversight of MetLife’s Global AntiCorruption compliance program. 4

b. “Anything of Value” is broadly construed by regulatory authorities and for the purposes of this Policy. It is not limited to tangible items of economic value, but can include anything the recipient would find to be an advantage or benefit. It includes, but is not limited to: Cash; Gifts; Entertainment, meals, and travel (even if associated with training); Training; Business, employment, or investment opportunities; Personal discounts or credits; Assistance to or support of Family Members (as defined below); Payment of medical expenses; Political contributions; and Charitable contributions. c. “Associates” All MetLife associates, officers, directors, agents, brokers and other third-parties acting on behalf of MetLife anywhere in the world. d. “Bribery” Directly or indirectly (through a non-MetLife party) offering anything of value intended to: Influence a person/Entity to improperly engage in an act, omission, or decision in the performance of some official, public, or business-related function; or Secure an “improper advantage” in order to obtain, retain or direct business. e. “Being Bribed” Directly or indirectly (through a non-MetLife party) accepting anything of value which would lead, or appear to lead, to an improper advantage or performance. f. “Company” All MetLife companies, branches, subsidiaries, joint ventures, and private equity investments, where MetLife has management control. g. “Corruption” Any activity that involves the abuse of position or power for an improper personal or business advantage, whether in the public or private sectors. h. “Entity” Any organization, which includes but is not limited to, groups, associations, partnerships, corporations, unions or companies. i.

“Ex-Gratia Payments” Voluntary payments to customers where the company does not recognize an obligation to make the payment, but does so anyway out of compassion in extreme circumstances or to further good corporate citizenship. These only include payments where MetLife’s obligation is not in dispute – i.e. it is clear that there is no liability to pay.

5

j.

“Facilitation Payment” A small payment made to expedite or secure routine governmental action. Facilitation Payments are strictly prohibited under this Policy (See Section 10.a.).

k. “Family Member” A Government Official’s Family Member includes the Government Official’s spouse, the Government Official’s and the spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins, the spouse of any of these people, and any other individuals who share the same household. l.

“FCPA” The United States Foreign Corrupt Practices Act of 1977.

m. “Government Official” includes: An officer, employee or any person, whether elected or appointed, acting in an official capacity for or on behalf of a national, state, local or municipal government, including its legislature, departments, agencies, judiciary, instrumentalities and government or state-owned or controlled entities; o An Entity is owned or controlled by the government if: 

The government owns more than 50% of the Entity; or



The government exercises control over the Entity (e.g., via board membership, control in fact, veto rights, or some other known factors)

Any person, whether elected or appointed, acting in an official capacity for or on behalf of any national, state, local or municipal government, government Entity or “public international organization” (for example, an official advisor to the government); An officer or employee of an international organization (for example, the World Bank or the United Nations); A member of the royal or ruling family of a country; An officer or employee of a political party or any party official; A political party; Any candidate for political office; Employees of government-owned and government-controlled banks (or other state-owned businesses); or Insurance regulators and inspectors. Please note that governments may own or control certain enterprises which, at first, do not appear to be traditionally state owned or controlled entities (for example, state-owned hospitals or government bailed-out financial institutions). However, officials and employees of these state-owned or controlled enterprises should be included in the above definition of Government Official. n. “Improper Advantage” is broadly construed and includes corruptly providing/receiving anything of value to/from a person in exchange for a benefit to which the Company may not otherwise be entitled. An improper advantage 6

would, for example, include paying a bribe to a Government Official in exchange for obtaining favorable tax treatment, government approval or licenses, and invitations to submit bids for new business. However, an improper advantage would not include favorably resolving a tax dispute as a result of good faith negotiations with a Government Official. o. “MetLife” All MetLife companies, branches, subsidiaries, joint ventures, and private equity investments, where MetLife has management control. p. “Public International Organization” includes organizations whose members are: Countries or territories; Governments of countries or territories; And any other public international organizations; or A combination of any of the above. Examples include the United Nations, the World Health Organization, and the International Monetary Fund. q. “Third-Party:” Firm or person (such as a broker, consultant or law firm) who acts as a mediator, intermediary, or link between parties to a business deal, investment decision, government agency, government representative, or negotiation. r. “UK Bribery Act”: The United Kingdom Bribery Act of 2010.

6.

Doing Business with Non-MetLife Parties

Non-MetLife parties, including joint venture or other business partners, brokers, consultants, or other agents of MetLife are strictly prohibited from engaging in Bribery, Being Bribed, or other corrupt activity. Third-parties who act improperly on behalf of MetLife may expose the Company and its Associates to liability. Therefore, this Policy sets forth special contractual requirements for agreements and procedures for assessing the potential risk each party poses to MetLife. For every engagement involving a new or renewal contract, Associates must conduct a multi-step analysis. First, understand the business rationale for the contract. Second, assess the risk associated with the contract. Third, conduct the necessary due diligence on the party so that the Company can be assured that the party is not likely to engage in corrupt activities. Fair and accurate records of the due diligence must be maintained. For engagements determined to be low-risk for Bribery, this policy requires only standard due diligence, either in accordance with Section 5 of the Global Procurement Procedures and your country’s local adaptation as approved by Global Procurement, or in accordance with the business due diligence process approved locally by Corporate Ethics & Compliance. For engagements determined to have a moderate or high-risk for Bribery, enhanced due diligence is required to be completed on the proposed business partner. Moderate and high risk engagements also require the inclusion of certain anti-bribery provisions in formed contracts, unless an exception 7

is granted by the Anti-Corruption Unit. These anti-bribery provisions are delineated in Appendix D: Contracting Guidelines. For further information on the implementation of this Section of the Policy, including engagement risk assessment procedures, due diligence requirements, and specific contractual provisions, refer to Appendix D: Contracting Guidelines.

7.

Gifts and Entertainment: Non-MetLife Parties

All gifts and entertainment provided or received by Associates with any non-MetLife party must be fairly and accurately reported. The Compliance Department shall maintain oversight of all gifts and entertainment. Please refer any questions to your Local Compliance Officer. Non-Government Individuals / Entities: For further information on gifts and entertainment with non-MetLife, non-Government Official parties, refer to Appendix E: Gifts & Entertainment Policy & Guidelines: Non-MetLife Parties. For specific guidance and procedures, refer to the applicable gifts and entertainment policy for your operation. Government Officials: For gifts and entertainment with non-U.S. Government Officials, Associates must follow the Expense Reimbursement guidelines set forth in Section 10.f.1(a) of this Policy. Gifts and entertainment with U.S. Government Officials are controlled by the Government and Industry Relations Department (“GAIRD”) rules, policies and procedures. Therefore, when necessary, those rules, policies and procedures must be consulted to ensure propriety and compliance in dealings with U.S. Government Officials. The Anti-Corruption Unit must review and pre-approve all events, including training, conferences, and meetings, provided to or received from any non-MetLife party (whether Non-Government Individuals/Entities or Government Officials) when the event takes place outside of the country where the MetLife operation providing/receiving the event is located. Events taking place in the home country of the MetLife operation must otherwise adhere to the reporting and pre-approval requirements of the Global AntiCorruption Policy (See Section 10.f.1. (a) of this Policy) and the Gifts & Entertainment Policy (See Appendix E).

8.

Charitable Contributions

Donations to charitable organizations can be an important manifestation of good corporate citizenship. However, charitable contributions can also be used to disguise Bribery. Associates are prohibited from making charitable contributions that may, due to their value or frequency, create (or create the appearance of) a conflict of interest for MetLife. To ensure all charitable donations are transparent and appropriate, all Associates must follow proscribed corporate processes in place for charitable contributions. Contributions which may involve U.S. Government Officials are controlled by the GAIRD rules, policies and procedures. Therefore, when necessary, those rules, policies and procedures must be consulted to ensure propriety and compliance in dealings with U.S. Government Officials. 8

8.a. Non-U.S. Government Officials Donations made to organizations in which a non-U.S. Government Official or a “Family Member” of such official has a role (for example, as a board member or trustee), especially if made at the behest of the official, may be perceived as conferring a benefit to that Government Official. For this reason, all charitable donations involving non-U.S. Government Officials must be approved in advance by the Anti-Corruption Unit and entered into the Gift & Entertainment Expense Log (See Appendix B: Sample Gifts & Entertainment Expense Log). Keep a log: As outlined in Appendix B: Sample Gifts & Entertainment Expense Log, each country must maintain a log identifying any expenditures for charitable donations related to non-U.S. Government Officials or their Family Members. The log will contain at least the following: amount of expense, the date the expense was incurred, the names and a general description of the persons for whom the expense was incurred, the purpose for which the expense was incurred, the name of the authorizing Associate, the date authorization was received, as well as the date of the approval of the reimbursement. The local Compliance Department should maintain and oversee maintenance of the log and provide quarterly metrics to the AntiCorruption Unit. In considering a charitable donation, it is important to ask the following questions: Is a non-U.S. Government Official involved? Does an official or a Family Member of an official sit on the board of the charity or have a role in its management? Is an official associated with the charity as a prominent supporter or spokesperson? Did an official ask the Company to make a donation to the charity, or is the donation being contemplated by the Company as a favor to an official? The involvement of an official does not necessarily mean that a donation should not be made, but it is vital to know whether and how an official is involved as a matter of risk assessment. What is the purpose of making the contemplated donation? Charitable donations should be given only for legitimate philanthropic reasons such as to serve humanitarian interests and to support cultural or educational institutions. It can be appropriate to make a donation with the hope of generating generalized goodwill toward MetLife in the community. It is never permitted to make a donation in exchange for favorable treatment of MetLife by an official.

9.

Ex-Gratia Payments

“Ex-Gratia Payments” are voluntary payments to customers where the Company does not recognize an obligation to make the payment, but does so anyway out of compassion in extreme circumstances or to further good corporate citizenship. These only include payments where MetLife’s obligation is not in dispute – i.e. it is clear that there is no liability to pay. All ex-gratia payments must be fairly and accurately reported. The Compliance Department shall maintain oversight of all ex-gratia payments.

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9.a. Ex-Gratia Controls Ex-gratia payments may be viewed as a favor to a customer. All ex-gratia payments must be reviewed and pre-approved by compliance before any such payment is made. Non-Government Individuals / Entities: All ex-gratia payments should be reviewed and pre-approved by the appropriate local compliance officer prior to disbursement. If a local compliance officer identifies or has reason to believe that an ex-gratia payment to a non-Government Individual/Entity would create a conflict of interest (or the appearance thereof) or would otherwise violate this Policy, they must escalate the proposed payment to the Anti-Corruption Unit for review and approval prior to disbursement. Government Officials: All ex-gratia payments to a Government Official or any Family Member of said official must be escalated to the Anti-Corruption Unit for review and approval prior to disbursement.

10.

Contacts with Government Officials

MetLife Associates may come into contact with Government Officials in connection with their job duties. Associates are strictly prohibited from engaging in Bribery with a Government Official or anyone at the behest of a Government Official. Associates must keep in mind that the term Government Official is defined broadly under anti-corruption laws, including the FCPA and UK Bribery Act, and this Policy to include a wide range of individuals, many of whom you might not otherwise consider to be a Government Official (See the definition of Government Official in Section 5 of this Policy). Associates must also remember that acts of giving and receiving bribes violate not only this Policy, but also international laws (including the FCPA and UK Bribery Act) and local criminal laws. 10.a. Facilitation Payments “Facilitation payments” are small payments made to expedite or secure routine governmental action (for example, to prioritize the processing of a passport or visa application). MetLife strictly prohibits making facilitation payments, as do the laws of most countries where MetLife does business. No matter how common such payments may be according to local custom, such payments are prohibited by this Policy. If a MetLife Associate believes that a Government Official is demanding or requesting a facilitation payment in order to perform a routine governmental action, the Associate must not make the payment and must immediately notify the Anti-Corruption Unit. There is one narrow exception to MetLife’s policy prohibiting facilitation payments. MetLife will make an exception for circumstances in which payment must be made in order to prevent imminent physical injury or significant property damage. Such extraordinary circumstances may arise if an Associate or other person is threatened with imminent physical harm or danger, or if the Company’s or Associate’s property is threatened, and an official demands a payment from the Company to (1) refrain from inflicting injury or property damage or (2) act in his official capacity to prevent the harm or damage. An example would be a police officer who refuses to intervene in an assault or a firefighter who refuses to put out a fire if not paid. If an Associate makes a payment 10

under these extraordinary circumstances, he or she must report this immediately to a supervisor and to the Anti-Corruption Unit. Any such payment must also be properly recorded and documented in MetLife’s records, setting forth in reasonable detail the particular incident of duress. 10.b. Political Contributions and Activities Associates may be asked to make political contributions or engage in political activities, either on behalf of MetLife or on their own behalf. Associates, whether on behalf of MetLife or in their private capacity, are prohibited from making political contributions or engaging in political activities that may, due to their value or frequency, create (or create the appearance of) a conflict of interest for MetLife. For example, it would be improper to make a political contribution at the specific request of a candidate for public office who may have the ability to direct or award business to MetLife. All MetLife political contributions and activities must comply with applicable law, as well as be approved according to applicable GAIRD policies. 10.c. Routine Business Interactions MetLife may need to obtain government licenses/permits or regulatory approvals before conducting business in a particular jurisdiction. For example, MetLife may need a license to underwrite life insurance or regulatory approval to sell securities. Separately, disputes with local governments (taxes, subrogation claims) may arise. MetLife prohibits all Associates from engaging in Bribery with Government Officials. This prohibition includes Bribery in exchange for their assistance in obtaining a government license or regulatory approval, or settling a dispute with a local government agency or department. The above prohibition does not apply to payments made directly to a government agency or department in the normal course of business to further a legitimate purpose (for example, application/permit/license fees, settlement payments, etc.). However, Associates may not make a payment to a government agency or department that the Associate knows or has reason to believe will ultimately be given to a Government Official for their personal benefit or for a purpose that is otherwise prohibited by this Policy. 10.d. Government Officials as Clients Government Officials may not receive any special benefits or services that are not available to similarly situated non-Government Official clients. This includes government agencies as clients as well as Government Officials in their individual capacity. 10.e. Hiring Government Officials The hiring of a current or former Government Official or their Family Member bears heightened risk of Bribery and in some instances may be considered Bribery. No special treatment or favor should be extended to any current or former Government Official or their Family Members. Associates must notify their respective compliance and law departments if they are contacted by a Government Official to consider their Family 11

Member for employment at MetLife. If an Associate learns that a candidate is a Family Member of a Government Official which may create a conflict of interest for MetLife, the Associate must convey that information to their local compliance officer before an offer is extended to the candidate. Any decision to hire a Government Official or their Family Member requires the approval of the Anti-Corruption Unit before an offer is extended. Once approval is granted, due diligence and background checks, including OFAC and other applicable sanctions lists screening, must be conducted prior to making an offer of employment to any Government Official or their Family Member. 10.f. Non-U.S. Government Officials Note: The following subsections relate to non-U.S. Government Officials. Interactions with U.S. Government Officials are controlled by GAIRD rules, policies and procedures. Therefore, when necessary, those rules, policies and procedures must be consulted to ensure propriety and compliance in dealings with U.S. Government Officials. 10.f.1 Gifts and Entertainment Payment for gifts, entertainment or travel for a non-U.S. Government Official is generally permissible if the gift, entertainment or travel is directly related to the promotion, demonstration or explanation of MetLife’s products and services, seeks to improve the image of MetLife, or establish cordial relations. In addition, the gift, entertainment, or travel expense must be consistent with the local laws applicable to the non-U.S. Government Official and must not be given with the intent of influencing said official. All gifts require pre-approval. Gifts must be reasonable, infrequent and bear the MetLife logo if possible. Entertainment, including meals, must be reasonable in cost, infrequent and pre-approved when required. For gifts and entertainment with non-U.S. Government Officials, Associates must follow the Expense Reimbursement guidelines set forth in Section 10.f.1(a) of this Policy. The following are some of the factors that Associates should consider in determining whether to provide gifts, entertainment or travel to a non-U.S. Government Official: What is the relationship between the gift, entertainment or travel and the demonstration or explanation of the MetLife product or service to which it relates? Are the expenditures reasonable, proportionate, and in accordance with the specific guidelines of this Policy? Are there any pending contracts, bids, awards or business with the office of the particular non-U.S. Government Official? Does the non-U.S. Government Official have internal policies prohibiting receipt of gifts, entertainment or travel? Is the the gift, entertainment or travel prohibited under local law? What is the total amount of entertainment and gifts provided by MetLife to the particular non-U.S. Government Official during the year? 12

Will any Family Members of the non-U.S. Government Official be provided with gifts, entertainment or travel? Will the appropriate Associates be in attendance at the event? Will MetLife pay for all related expenses directly to the providing vendors? Will all expenses be pre-approved (if necessary) and be fairly and accurately recorded in the Company’s books and records? For example, providing a “logoed” t-shirt to a non-U.S. Government Official may be appropriate, but giving a non-U.S. Government Official an expensive watch would, in most cases, not be permissible. Paying for a non-U.S. Government Official to travel to a training program may be permissible, but paying for a non-U.S. Government Official to take a vacation would not be permissible. The following two sections outline more specific guidelines for giving gifts and providing meals and entertainment to non-U.S. Government Officials. Any exceptions to these guidelines must be approved by the Anti-Corruption Unit. 10.f.1 (a). Expense Reimbursement MetLife requires accurate business records related to the nature and purpose of all payments. Pursuant to this Policy, MetLife Associates are required to observe the following expense reimbursement guidelines in relation to non-U.S. Government Officials: Expense

Meals & Entertainment

Amount Per Person

Action

Less than $50 USD

Notification within 5 days of the event to Local E&C

Between $50 - $150 USD

Prior approval by Local E&C

Greater than $150 USD

Prior approval by E&C, both Local and the Anti-Corruption Unit

Less than $100 USD

Prior approval by Local E&C

$100 USD and Above

Prior approval by E&C, both Local and the Anti-Corruption Unit

Gifts

Local Operations: Local operations should ensure that all expense reimbursement and/or reporting forms contain a question asking if the expense was incurred, in whole or in part, on behalf of a non-U.S. Government Official. Keep a log: As outlined in Appendix B: Sample Gifts & Entertainment Expense Log, each country must maintain a log identifying any gifts, meals, entertainment, or other payments relating to non-U.S. Government Officials or their Family Members. The log will contain at least the following: amount and date of expense, the names and description of the persons for whom the 13

expense was incurred, the purpose for which the expense was incurred, the name of the authorizing Associate, the date authorization was received, as well as the date of the approval of the reimbursement. When low-cost gifts are provided to a group of persons (for example, moon cakes to a group working within a unit or department of a state-owned company), it is not necessary to list the names of all recipients individually, but the estimated number of recipients within the group must be recorded. The local Ethics & Compliance Department should maintain and oversee maintenance of the log and provide quarterly metrics to the Anti-Corruption Unit. On a monthly basis, the log should be compared against the below-referenced finance file to ensure that all expenses were approved and accurately recorded. Finance Area: The finance area should keep a separate file of all expenses so incurred for non-U.S. Government Officials. On a monthly basis, the Gift & Entertainment Expense Log should be compared against the finance file to ensure that all expenses were approved and accurately recorded. (See Appendix B: Sample Gifts & Entertainment Expense Log). 10.f.1(b) Gift and Entertainment Guidelines When giving gifts or entertainment to a non-U.S. Government Official, it is important to abide by the following guidelines: More strict standard prevails: If a local law or regulation prohibits giving gifts or entertainment to non-U.S. Government Officials, then MetLife policy also prohibits such conduct in that jurisdiction. No expectation of favorable treatment: Under no circumstances may any gift or entertainment be given in exchange for favorable treatment by a non-U.S. Government Official. If it appears from any facts reasonably known to local management that customary gifts are so understood, they should be promptly discontinued. Extra caution with high-ranking Government Officials: Local management should strongly consider banning even customary gifts to or entertainment of officials who have significant decision-making authority with respect to MetLife’s business or products. Limit multiple gifts or invitations: o Gifts: Local management generally should avoid giving multiple gifts to a single non-U.S. Government Official. For example, no more than one gift should be given by MetLife Associates to an employee of a government-owned enterprise in connection with a customary holiday, such as Chinese New Year. Similarly, multiple gifts generally should not be given to one non-U.S. Government Official over the course of a year. If multiple gifts are given to one non-U.S. Government Official over the course of a year (for example, small gifts given in connection with multiple holidays), the total value of all the gifts together should not exceed $100 USD in value. o Entertainment: Local management and the local Compliance Officer must keep track of whether the same officials are invited to meals or entertainment events multiple times. Although it may be reasonable to 14

provide a few modest meals to an individual or group of officials incident to protracted business discussions (for example), providing one official or several officials with frequent meals or entertainment can be a warning sign of improper activity. Providing multiple meals or entertainment therefore should be avoided unless with a clear and legitimate business purpose. If an official or group of officials have received multiple meals or been invited to multiple entertainment events totaling more than $150 USD, the Compliance Officer should promptly notify the Anti-Corruption Unit. Family Members count: Anti-corruption laws also apply to Family Members of a Government Official. The same prohibitions and cautions, therefore, pertain to the giving of gifts or entertainment to an official’s Family Members. Note that multiple gifts to members of a non-U.S. Government Official’s family (e.g., four amusement park tickets at a cost of $25 USD each) count as a single gift to the official for purposes of evaluating the total value of the gift. For purposes of evaluating the total value of a meal or entertainment, the official and all of their participating relatives count as one person. Hence, if an official and their spouse are taken out to dinner at a cost of $75 USD per person, the value of the meal to the official is $150 USD. Fairly and accurately reflected in the books and records: Extra care should be taken to ensure that the recording of the expenditure associated with any gift or entertainment is accurate and clearly reflects the purpose of the expenditure in reasonable detail. Keep a log: All gifts and entertainment must be recorded on the Gift & Entertainment Expense Log. (See Appendix B: Sample Gifts & Entertainment Expense Log). Customary gifts only: Gifts should be given only in connection with national, traditional or religious holidays or, where customary, to celebrate significant personal events such as marriages or births. Gifts under $100 USD in value: Generally, no customary gift should exceed $100 in value. For gifts valued under $100 USD, the Gift & Entertainment Reporting Form (See Appendix A) should be completed and given to your local Compliance Officer for review and approval prior to offering the gift to the intended recipient. Gifts over $100 USD in value: For gifts valued over $100 USD, the Gift & Entertainment Reporting Form (See Appendix A) should be completed and given to the local Compliance Officer for review and approval prior to offering the gift to the intended recipient. The local Compliance Officer will then send the Reporting Form to the Anti-Corruption Unit for review and approval. No gifts can be given prior to receiving approval. In general, gifts valued over $200 USD per recipient should not be given, and likely will not be approved. Given openly: Gifts should be given openly so that no appearance of impropriety exists. No cash gifts: Never accept or offer cash or cash equivalents, including giftcards. Gift-cards may only be exchanged if an exception is expressly granted by the Anti-Corruption Unit. If a monetary gift is customary, it should be made by Company check or other traceable form of payment. On rare occasions, 15

when required by local custom such as a funeral, cash gifts under $100 USD might be provided with prior approval from the local Compliance Officer and the Anti-Corruption Unit. Promotional gifts: Gifts branded with Company or product information are preferred if such gifts are socially acceptable. Even branded gifts should be given in small quantities having low cash value. Incidental to genuine business discussions: A non-U.S. Government Official should be invited to meals and entertainment only when incidental to genuine, necessary business discussions with the official. For example, if an official is visiting MetLife’s offices to discuss a potential business contract, it can be appropriate to take the official to a restaurant for a modest lunch. Similarly, a modest meal or entertainment may be provided to an official when it is incidental to lawful lobbying by GAIRD. Meals and entertainment under $50 USD in value: For meals and entertainment valued under $50 USD per recipient, the Gifts & Entertainment Reporting Form (See Appendix A) should be completed and given to your local Compliance Officer for review and approval either before or within 5 days of the event. Meals and entertainment between $50 USD and $150 USD in value: For meals and entertainment valued between $50 USD and $150 USD per recipient, the Gifts & Entertainment Reporting Form (See Appendix A) should be completed and given to your local Compliance Officer for review and approval prior to the meal or entertainment taking place. To the extent possible, the Compliance Officer should provide a response to the request for approval within two business days. Meals and entertainment over $150 USD in value: For meals and entertainment valued over $150 USD per recipient, the Gifts & Entertainment Reporting Form (See Appendix A) should be completed and given to the local Compliance Officer for review and approval prior to offering the meal or entertainment to the official. The local Compliance Officer will then send the Reporting Form to the Anti-Corruption Unit for final review and approval. No meals or entertainment over $150 USD per recipient can be given prior to receiving approval. In general, meals and entertainment valued at over $200 USD per recipient should not be given, and likely will not be approved. 10.f.2. Training, Travel and Per Diems In light of the resource constraints under which non-U.S. Government Officials often operate, they may request that companies provide training for their employees and/or pay for the associated costs of that training, including travel, hotel accommodations and meals. Even though MetLife may be contractually required to provide training to certain non-U.S. Government Officials, the provision of such training programs must still be consistent with this Policy. Associates should receive approval from the Anti-Corruption Unit prior to agreeing or offering to pay for training and associated costs for non-U.S. Government Officials. Generally, the training portion of any program must represent at least 75% of each day’s program.

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Travel and training offered or provided to non-U.S. Government Officials must be preapproved by the Anti-Corruption Unit and comply with the following guidance: The purpose of each trip should be documented; Extreme caution should be exercised for any trips to tourist destinations; The non-U.S. Government Official’s employer should select conference attendees; Expenditures should only be for the non-U.S. Government Official and never for their spouse or guest; MetLife should pay all service providers directly, not the non-U.S. Government Officials themselves; Cash or per diems should never be given. In extraordinary, limited circumstances, exceptions to this prohibition may be granted, subject to special conditions, and only with the prior approval by the Anti-Corruption Unit. Please notify the Anti-Corruption Unit if you are aware of an existing contract or other arrangement with a non-U.S. Government Official that involves a per diem arrangement; Reimbursements for incidental expenses should be made through the nonU.S. Government Official’s employer and only upon presentation of a written receipt; Souvenirs provided to attendees, if any, should be of nominal value and, if possible, bear the MetLife logo; Travel, lodging and meal expenses should be modest and comply with MetLife’s expense policies; The non-U.S. Government Official’s employer should pay travel expenses when possible; The non-U.S. Government Official’s employer should confirm in writing that the trip or training is permissible, when practicable; Sponsored leisure or sightseeing activities should be modest, reasonable and appropriate (for example, no more than 25% of each day’s agenda should be leisure or entertainment) Attendance by non-U.S. Government Officials at business activities should be mandatory and monitored; and All expenditures must be fairly and accurately recorded in MetLife’s books and records. The Anti-Corruption Unit must also review and pre-approve all events, including training, conferences, and meetings, provided to or received from any non-MetLife party (whether Non-Government Individuals/Entities or Government Officials) when the event takes place outside of the country where the MetLife operation providing/receiving the event is located. Events taking place in the home country of the MetLife operation must otherwise adhere to the reporting and pre-approval requirements of the Global AntiCorruption Policy (See Section 10.f.1. (a) of this Policy) and the Gifts & Entertainment Policy (See Appendix E). 17

10.f.3. Other Events Any event hosted or sponsored by MetLife that involves the promotion, demonstration, or explanation of MetLife’s products or services must be pre-approved by the AntiCorruption Unit when non-U.S. Government Officials are invited or in attendance. Any entertainment, including meals or other refreshments, must not be lavish or unreasonable. Any gift or souvenir provided to the attendees should be of nominal value and bear the MetLife logo, when possible. Leisure and non-business activities should be modest and comprise no more than 25% of each day of the event.

11. Mergers and Acquisitions Mergers and acquisitions also present special concerns under international anticorruption laws. An acquiring company that does not perform an effective and thorough due diligence review of a proposed merger or acquisition target runs the risk of being held accountable by authorities for the past or continuing anti-corruption violations of the merger target or division of another company that is being acquired. 11.a. Due Diligence A merging or acquiring company’s due diligence efforts, both before a merger or acquisition agreement is signed, and in any further due diligence period before a transaction closes, must be reasonably structured to elicit whether the target company or division has paid bribes. In circumstances where MetLife’s opportunity to conduct thorough due diligence pre-closing is limited, MetLife must consider whether it can proceed with the transaction and, if so, must be prepared to conduct a thorough examination of the target’s operations immediately post-closing to detect and remediate any potential anti-corruption violations and risky conduct. Inside or outside counsel should be consulted to determine the due diligence required for each transaction. Steps that should be strongly considered include, but are not limited to: Assessment of the risk profile of countries in which the target company or any of its subsidiaries do business; Analysis of the risk profile of the industry or business activity involved (for example, is the industry or activity involved one in which a single official or a few key officials may have disproportionate influence, e.g., defense procurement, extraction of oil, gas, and other natural resources or privatization of state-owned assets?); Evaluation of the risk profile of any persons associated with the target (for example, have any officers been accused of unethical or criminal conduct?); Review of internal audit reports and internal investigation reports conducted by the target’s internal audit, corporate security, or law departments, as well as any related documents reviewed by the target’s outside legal counsel; Interviews of officers and employees of the target or seller who may have had contact with officials able to influence the target or seller’s business; Review of the records, reports and analyses prepared by the target’s or seller’s external auditors or accounting firms, if commercially feasible; and 18

Retention of an investigative agency to conduct an independent review of possible ways in which bribes may have been paid, including a review of available public records. Associates must immediately notify the Anti-Corruption Unit if, as part of the due diligence process, they discovery any bribe and/or inadequate internal anti-corruption controls of newly acquired businesses or entities merged with MetLife. 11.b. Contractual Provisions When considering a potential merger or acquisition, MetLife should seek appropriate representations and warranties by its merger target or the seller that provide confidence and assurance that the target or seller neither is, nor has in the past, violated international anti-corruption laws, or, alternatively, has affirmatively disclosed any and all such violations. If the merger target or seller is not prepared to provide such a representation, the reasons why should be set forth in detail, assessed, and, if at all feasible, investigated. Consult inside or outside counsel for specific contractual provisions that should be included in each transaction. A representation by the merger target or seller of assets in an acquisition that disclaims knowledge of present or past anti-corruption law violations may be deemed insufficient, without more, to protect the counterparty from the risk of inherited liability.

12.

Record Keeping

MetLife operations must maintain books, records, and accounts which, in reasonable detail, fairly and accurately reflect MetLife’s business transactions (including underlying income, expenses, profits, losses and disposition of assets). In addition, the nature and purpose of all payments must be accurately recorded in the Company’s books and records in reasonable detail, as generic descriptions (for example, “various airfares and hotel”) are insufficient. Accordingly, MetLife strictly prohibits the mischaracterization or omission of any transaction. MetLife operations must also establish and maintain adequate internal accounting controls to ensure that MetLife’s record-keeping and anticorruption objectives are being met. The Company must devise and maintain a system of financial controls that are reasonably designed to ensure that transactions, including related payments, are: Appropriately controlled and executed in accordance with the authority given by management; Timely and completely reported in sufficient detail; and Audited regularly; Under this Policy, the Company must maintain books, records, accounts and financial controls that meet these standards. The failure to maintain reasonably detailed and accurate books and records, and appropriate financial controls, may result in liability under anti-bribery laws even if no bribe has been paid. Unless local law or the record retention policy of the particular MetLife business specifies a longer period of time, all records and reports together with all supporting documentation must be maintained and readily retrievable for at least seven years from the date that the record is created. 19

13.

Potential Violations – Discipline & Reporting

Actual or perceived violations of anti-corruption laws could cause serious damage to MetLife’s reputation. Violations of anti-corruption laws, including the FCPA and UK Bribery Act, may also result in severe criminal, civil and regulatory penalties for MetLife and its Associates individually, including imprisonment and monetary fines. MetLife will take appropriate disciplinary action against any Associate whose actions are found to violate anti-corruption laws and/or this Policy. Disciplinary action also may be taken against Associates who unreasonably fail to detect, ignore, or fail to report such violations, as well as those who retaliate against other Associates who report such violations. Disciplinary action may include the immediate termination of employment. 13.a. Reporting of Potential Violations Associates should immediately notify the Anti-Corruption Unit if they know or even suspect of any situation involving Corruption or Bribery. All communications will be treated as confidential. Please refer to “MetLife Reporting Guidelines: Allegations of Corruption” (See Appendix F) for reporting instructions and contact information. Subject to any applicable local laws, violations or suspected violations may also be reported anonymously by calling the Fraud Hotline in your country. The Anti-Corruption Unit shall coordinate, as needed, a committee to review escalated issues and/or potential violations of this policy. The committee will include relevant MetLife stakeholders in the decision, such as: representatives from the Law Department, the local operation’s Compliance Team, local operation business leaders, International GAIRD representatives, and representatives of the relevant regional line of business at leadership levels. Also, the relevant Compliance Officer should be consulted to determine whether a suspicious activity report should be filed on behalf of MetLife. Please refer to MetLife’s Global Money Laundering Prevention Policy and MetLife’s Code of Conduct for specific details concerning reporting obligations for MetLife and its Associates.

14.

Training

The Anti-Corruption Unit is responsible for ensuring that periodic anti-corruption training is developed and provided to MetLife operations. Each MetLife operation is responsible for ensuring that the appropriate Associates (including agents and other third parties) within its operation complete required periodic training and/or awareness programs. Each MetLife operation shall maintain, or cause to be maintained, accurate records of such training for a period of seven years after the completion of the training. Anti-corruption training will also be a component of new-hire and periodic compliance training programs. More in-depth training may be provided to Associates whose job duties and responsibilities present a greater corruption risk to MetLife (for example, Associates who have more frequent contact with Government Officials or have internal control responsibilities for such Associates).

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15.

Risk Assessment

MetLife will conduct an ongoing risk assessment to assess the internal and external risk for potential violations of anti-corruption laws and regulations. The Company will take into account the countries within which it operates, the types of transactions it engages in, the intermediaries it conducts business with, products, local customs, local government relationships, distribution channels and other areas where violations may arise. As appropriate, the Company must enhance the risk assessment to account for local risks. Compliance Officers must ensure that risk assessments are completed periodically by their respective MetLife operation. Anti-corruption results must be accurately documented and provided to the Anti-Corruption Unit who, in turn, will coordinate with the local operation to design and implement appropriate controls and local policies and procedures.

16.

Implementation of Anti-Corruption Procedures

MetLife operations must, after review of the results of its individual risk assessment, implement such supplemental anti-corruption policies and procedures, as necessary, to ensure that the anti-corruption compliance program adequately addresses all of the nuances of the businesses conducted by the particular MetLife operation. These supplemental policies and procedures must be consistent in all material respects with this Policy and, prior to their implementation, reviewed and approved in writing by the Anti-Corruption Unit. Local Compliance Officers are responsible for implementing approved policies and procedures in their subsidiaries and operations.

17.

Policy and Guidelines Exceptions

Associates may request, in writing, exceptions or modifications to this Policy and guidelines by contacting the Anti-Corruption Unit. Exceptions may only be granted in writing.

18.

Monitoring

Each operation is responsible for ensuring that monitoring processes designed to detect and prevent violations of this Policy and guidelines are implemented. Compliance Officers must evaluate compliance with this Policy and Guidelines when performing periodic risk assessments.

19.

Periodic Audit

Adherence to this Policy and guidelines will be periodically monitored and audited by MetLife Compliance and Internal Audit functions, respectively.

20.

Appointment of Global ABC Compliance Officer

MetLife’s Chief Compliance Officer shall designate a Senior Compliance Associate from Corporate Ethics & Compliance as the Global Anti-Bribery and Corruption (“ABC”) Compliance Officer. The Global ABC Compliance Officer and his/her designee(s) are responsible for: 21

Overseeing the implementation of and ongoing compliance with this Policy throughout MetLife; Periodically reviewing the procedures set forth in this Policy to ensure that they are clear, practical and proportionate to the Bribery and Corruption risks MetLife faces; Setting MetLife’s “tone at the top” and enacting procedures to ensure that MetLife’s zero tolerance policy towards Bribery and Corruption is clearly and effectively communicated to Associates; Periodically conducting and documenting a Company-wide, global assessment of MetLife’s exposure to potential Corruption and Bribery risks; Communicating with Associates, as necessary, about significant legal and regulatory developments related to Corruption and Bribery trends; Coordinating for Associates the ongoing awareness, training and guidance on this Policy and governing anti-bribery laws and regulations, all of which will be periodically updated and revised as reasonably necessary; Maintaining awareness of industry trends, legal and regulatory changes, and current enforcement practices by monitoring relevant news coverage and regulatory announcements and, where appropriate, by attending industry conferences and seminars; Coordinating with MetLife’s Internal Audit Department to periodically test and review the efficacy of this Policy; Coordinating responses to any issues raised by compliance reviews or audits; Coordinating the review, investigation, evaluation and reporting of violations of applicable anti-bribery laws and/or this Policy, as necessary; Overseeing the establishment of a secure, confidential and accessible means for Associates to raise concerns about Bribery and to provide suggestions for improving the procedures set forth in this Policy; Monitoring, evaluating and enhancing this Policy as necessary; and Responding to requests for information and communicating with regulatory authorities/government agencies about compliance, enforcement and Corruption/Bribery issues, as necessary.

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Appendix A: Gift & Entertainment Reporting Form Gifts & Entertainment Reporting Form To be completed by the MetLife Associate giving or receiving Gift / Entertainment.* If activity involves a Government Official, refer to the MetLife Anti-Corruption Policy for guidance and declare on page 2. *Entertainment includes meals I certify that this gift, meal or entertainment is not being provided to induce the recipient to provide favorable treatment to MetLife, nor are there any upcoming business transactions or government actions that could give the appearance that this gift, meal, or entertainment is being provided to induce the recipient to provide favorable treatment to MetLife. I also certify that to the best of my knowledge, the total value of gifts, meals and entertainment provided to the intended recipient by MetLife or any MetLife Associate during this calendar year is accurately reflected on this form. Associate Name: __________________________ Date: ______________________ Associate Title: ____________________________Department: ________________ Date when Gift/Entertainment Received/Offered: ______________________________ Retail Value/Amount of Gift/Entertainment in local currency: _____________________ Description/Quantity of the Gift/Entertainment (event): ____________________________________________________________________________ Purpose of Gift/Entertainment (event): ____________________________________________________________________________ Non-MetLife Recipient Information (MetLife is offering) Name: Position: Company Name:

Non-MetLife Giver Information (MetLife is receiving) Name: Position: Company Name:

Relationship of MetLife giver to non-MetLife receiver:

Relationship of MetLife receiver to non-MetLife giver:

Total Value of Gifts offered to this recipient year- to-date:

Total Value of Gifts received from this giver yearto-date:

Total value of Entertainment offered to this recipient year- to-date:

Total value of Entertainment received from this giver year- to-date:

Is this gift/entertainment reasonable and not lavish for the intended business purpose?  Yes  No If no, please explain: ____________________________________________________________________________ 23

Complete following sections as applicable: For Government Officials Are you offering the gift/entertainment to any Government Official or their immediate Family Member(s)?  Yes  No For Gifts Received > US $100 Would its return adversely affect the relationship of MetLife to the gift giver, or lead to offense or embarrassment?  Yes  No If yes, please explain: ____________________________________________________________________________  Yes

Was gift accepted on behalf of MetLife?

 No

If yes, what was done with the gift? ______________________________________________ _ For Entertainment Both MetLife and non-MetLife Associates present at the entertainment (Received /Offered)?  Yes  No If no, please explain: ____________________________________________________________________________ Gift and Entertainment Approval Charts attached as Appendix  Yes

Pre-Approval by Manager: Manager Name and Signature: Date: Department Head or Executive Name and Signature (where required): Title: Date:

For Exceptional Cases: Review/Approval by the Anti-Corruption Unit (ACU), Corporate Ethics & Compliance

Name of ACU Reviewer: Date of ACU Approval: Questions or concerns may be directed to [email protected].

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 No

Appendix: Gift and Entertainment Approval Charts Gifts

Reporting not required

Report after activity occurs (within 5 days of the gift)

Promotional/logo items

Gifts

$100

Mementos

Subject to pre-approval

> $100 $1,000 or > 2 gifts of greater than minimal value (Department Head approval) > $1,000 or > 4 gifts of greater than minimal value (Executive approval)

(minimal value items < $10)

Entertainment Reporting not required

Report after activity occurs (within 5 days of the event)

Refreshments/meals brought into a business meeting

Events

Subject to pre-approval

$400

> $400 $1,000 (Manager approval) > $1,000

$5,000 or > 2 events (Department Head approval) > $5,000 or > 4 events (Executive approval)

Government Officials

Expense

Entertainment

Amount Per Person

Action

< $50 USD

Notification within 5 days of the event to Local E&C

> $50

$150 USD Prior approval by Local E&C

> $150 USD

Prior approval by E&C, both Local and AntiCorruption Unit

< $100 USD

Prior approval by Local E&C

≥ $100 USD

Prior approval by E&C, both Local and AntiCorruption Unit

Gifts

Note: Amounts in the charts are in USD based on the conversion rate as of the first day of the month when the gift or entertainment is pre-approved/approved.

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Appendix B: Sample Gifts & Entertainment Expense Log This log details all gifts, meals and entertainment expenses, charitable donations, and other payments relating to non-MetLife individuals and/or entities, including Government Officials and their Family Members.**

Date expenses incurred

Expense Amount

Expense Type*

Expense Purpose

Non-MetLife Name / Position

Company

MetLife Approver

Date of Approval

Offered / Received ?

Government Official Y/N?

* Expense Type = Gift, Meal, Entertainment or any combination. ** The finance area should keep a separate file of all expenses so incurred and, on a monthly basis, the log should be compared to the finance file to ensure all expenses are approved and accurately reported.

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Appendix C: Warning Signs of Corruption The following is a non-exclusive list of warning signs of corruption: Cash payments; “In-kind payments” of goods, commodities or services instead of money; Lack of receipts and/or lack of information on services provided; Payments that appear to exceed the fair market value of legitimate services performed or that exceed local norms; Where a party seeks a commission that is excessive, to be paid in cash or is otherwise irregular (for example, an unusually large up-front payment, bonus, payment via indirect means, etc.); Non-MetLife party has an unusual business address, lacks a “real office” or staff to perform the required services, and/or has little or no experience in the industry; Payments to accounts in countries other than where the goods or services were supplied or where the non-MetLife party resides or regularly works; Lack of adequate records and expense reporting with respect to any payment; Statements that a particular amount of money is needed in order to “get the business” or “make the necessary agreements”; The non-MetLife party requests that his/her identity, or the identity of the party’s agents, consultants or other intermediaries, not be disclosed; Payments made on non-working days; Payments made by manual check; Missing documents or records regarding business meetings or decisions; Lavish gifts being offered, received or requested; Persistent reluctance to follow company policies and procedures; Direct payments to non-MetLife parties for travel and accommodations, when payment directly to the vendor or employer is practical; A proposed vendor is related to a Government Official; A proposed vendor has no prior relationship with MetLife and is recommended by an Associate or Government Official; Unexplained and/or illogical preference for certain vendors or contractors; Where there is reason to suspect, based on negative news, that a party to the agreement has been involved in Bribery or other illegal practices; Use of unverified intermediaries, agents, distributors, brokers or other third-parties, or the failure to include required terms in the contract with them; Paying for anything but reasonable accommodations, meals and entertainment;

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Sponsoring travel to resort settings, paying for lengthy “breaks” or sightseeing (for example, greater than 25% of the total time); Payments for travel, accommodations, meals or entertainment for relatives, friends or other affiliated persons of the non-MetLife party; Donations to a private charity controlled by a Government Official or their Family member or on whose board the official or Family Member sits; The hiring of a Government Official’s relatives or other favors for the official, or the official’s relatives; Structuring payments to non-MetLife parties in a manner intended to circumvent or avoid grants of authority or delegations of authority; Other techniques designed to disguise the nature of payments, such as describing entertainment as “education”; and Reluctance or refusal to cooperate in anti-corruption diligence or other anti-corruption efforts.

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Appendix D: Contracting Guidelines

Background Non-MetLife parties, including joint venture or other business partners, brokers, consultants, or other agents of MetLife are strictly prohibited from engaging in Bribery, Being Bribed, or other corrupt activity. Third-parties who act improperly on behalf of MetLife may expose the Company and its Associates to liability. Therefore, this Policy sets forth special contractual requirements for agreements and procedures for assessing the potential risk each party poses to MetLife. The following four-step process must be completed and forwarded to the relevant department for review and final contractual approval prior to the execution of any new or renewal agreement. This process does not apply to individual statements of work or purchase orders, which fall under master agreements that contain applicable anti-corruption language. This process does not apply to MetLife insurance contracts entered directly with customers. Any deviations from the requirements set forth by these guidelines must be reviewed and approved by the Anti-Corruption Unit. The Anti-Corruption Unit should be consulted if there is any doubt as to the application of these guidelines with respect to any agreement. This contracting process, including due diligence results, must be fairly and accurately documented and retained for at least seven years from the end of the relationship with the thirdparty. Step 1: Identify the Business Rationale for the Contract For every new or renewal contract, explain the business need for this engagement and the party’s ability to meet that business need.  Is there a legitimate business need for entering into this relationship? If yes, please provide detail below: Detail:  Does the party have the necessary expertise to meet this business need? If yes, please provide detail below. Detail: Step 2: Assess the Risk of the Contract Every proposed engagement must initially be assigned a Bribery risk category – High, Moderate, or Low – as classified below. If in doubt about the level of risk associated with a proposed contract, consult with the Anti-Corruption Unit for guidance.

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Risk Assessment

High

CPI* Score ≤ 45

CPI* Score > 45

One or more warning signs of corruption (See Appendix C) have been detected; OR

One or more warning signs of corruption (See Appendix C) have been detected; OR

The agreement is one of the following types:

The agreement is one of the following types:

1. Joint Venture Agreement

1. Joint Venture Agreement

2. Contract related to procurement of licenses or registrations

2. Contract related to procurement of licenses or registrations

3. Agreement with Government Official, their Family Member or Government Entity

3. Agreement with Government Official, their Family Member or Government Entity

4. Agreement related to distribution or sale of MetLife products or services to Government Entity or NonGovernment Entity

4. Agreement related to distribution or sale of MetLife products or services to Government Entity

5. Contract with Third-Party who will interact with Government Entity or Non-Government Entity The agreement is the following type:

5. Contract with Third-Party who will interact with Government Entity The agreement is one of the following types:

1. Agreement for development of MetLife business (strategy planning, consulting, market surveys, etc.)

Moderate

1. Agreement for development of MetLife business (strategy planning, consulting, market surveys, etc.) 2. Agreement related to distribution or sale of MetLife products or services to Non-Government Entity 3. Contract with Third Party who will interact with NonGovernment Entity

The agreement is one of the following types:

Low

1. Agreement related to distribution or sale of MetLife products or services to individuals for standard compensation based on local market rates 2. Contract related to procurement from a private supplier with no known Government connections and with whom MetLife has had a relationship of at least 3 years.

*CPI = Transparency International’s Corruption Perceptions Index (http://cpi.transparency.org) 30

Step 3: Conduct Due Diligence on the Non-MetLife Party Due Diligence for Low-Risk Contracts: For engagements determined to be low-risk for Bribery, this policy requires only standard due diligence, either in accordance with Section 5 of the Global Procurement Procedures and your country’s local adaptation as approved by Global Procurement, or in accordance with the business due diligence process approved locally by Corporate Ethics & Compliance. Please note that the results of this due diligence exercise might warrant a risk reassessment from low to moderate or high. All due diligence efforts must be documented and preserved in an accessible and organized manner for at least seven years or in compliance with local law, whichever is longer. Due Diligence for Moderate-Risk and High-Risk Contracts: MetLife must conduct enhanced due diligence on counterparties for all contracts categorized as either Moderate or High risk. Please note that the due diligence results may necessitate a risk reassessment (for example, recategorization from Moderate to High risk, from High to Moderate risk, etc.). All due diligence efforts must be documented and preserved in an accessible and organized manner for at least seven years or in compliance with local law, whichever is longer. Moderate and High risk transactions require the following enhanced due diligence.  Obtain a list of references, a professional resume and employment history of the prospective counterparty (or the principal officers if a corporation), and a proposed work plan, sales strategy description, or similar proposal that describes in detail the specific services the counterparty will provide.  Contact as many of the counterparty’s references and former employers or clients as reasonably feasible and document their comments.  Check public sources of information (including published press reports), conduct internet searches and consult, if possible, with others in the jurisdiction about the counterparty and its principals and senior members to make sure that the counterparty has experience in the area, is knowledgeable, has the appropriate degree of honesty, integrity, and any other essential qualifications that would justify the contemplated retention.  Assess the reasonableness of the compensation to be provided to the counterparty in light of the duties the counterparty will be undertaking and the fair market value of the services in the market where the services will be performed.  Verify the identities of all counterparties to the transaction, including senior management/principals, board members and shareholders of the counterparty and any other individuals who will serve as the primary contacts or service providers under the proposed agreement.

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 Ask for a list of any relatives of the counterparty’s principals and senior managers (or any individuals who will serve as the primary contacts or service providers for MetLife under the agreement) who are or who have been employed in an area of the government that has the ability to influence the subject matter of the agreement.  In the case of certain high risk engagements, you may consider engaging the services of a private investigative company to conduct a full background review and/or calling the relevant country desk at the U.S. State Department, the business desk at the U.S. Commerce Department, or the commercial attaché at the U.S. Embassy in the country or countries in which the proposed counterparty or its principals do business and ask the desk officer if he or she is aware of any improper conduct by the proposed counterparty. Document the response, or lack thereof.  Conduct an internal review to make sure none of the warning signs of corruption are present, as set forth in Appendix C of this Policy. Step 4: Include the Required Anti-Bribery Clauses in the Contract

All moderate and high-risk agreements must include the following representation. Omission of this provision from a contract requires pre-approval from the Anti-Corruption Unit. Wherever possible, the provision should include specific reference to the FCPA and UK Bribery Act.  Compliance with Anti-Corruption Laws. [Party], its officers, directors and employees, and anyone for whose acts or defaults they may be vicariously liable or anyone acting on behalf of any of them, shall not make any payments in violation of any applicable anti-bribery law in connection with or in any way relating to or affecting this Agreement. [Party] acknowledges that international anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, prohibit any direct or indirect payment/receipt of money or anything of value to/from any person (including but not limited to any Government Official, international organization, non-U.S. political party, party official or candidate for political office) for the purpose of obtaining, retaining or directing business, securing any improper advantage in the conduct of business, or inducing the improper performance of any public or businessrelated function. [Party] represents and warrants that in the performance of its obligations under this Agreement, or otherwise in connection with this Agreement, it has not made, and agrees that it will not make, any such prohibited payment.

High risk agreements must include the following provisions absent approval from the AntiCorruption Unit, and they are strongly recommended for Moderate risk agreements. Wherever possible, the provision should include specific reference to the FCPA and UK Bribery Act.  Termination/Suspension. MetLife shall not be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any applicable law. MetLife shall be entitled to terminate this Agreement or suspend payments under this Agreement at any time prior to the 32

termination date if MetLife believes, in good faith and on the basis of credible information, that a violation of the United States Foreign Corrupt Practices Act, the UK Bribery Act or any other applicable anti-bribery law, rule or regulation has occurred or is reasonably likely to occur by or on behalf of, or which is attributable to, [Party]. In the case of termination or suspension under this section, MetLife will have no obligation to make any payments under this Agreement or otherwise except for lawful services already performed and only if payment for such services does not violate any law.  Assignment. [Party] shall not, either in whole or in part, assign any rights, duties or obligations under this Agreement (including payments that are due or will become due in the future) to any third-party, including any sub-contractor, without the express prior written approval of MetLife. Unless otherwise agreed by MetLife in writing, all services rendered under this Agreement will be performed by the directors, officers, or employees of [Party].  Disclosure. Any Party may, at any time and for any reason, disclose the existence and terms of this Agreement to any Person such Party determines has a legitimate need for this information, including any government or government agency. In addition, it is strongly recommended that High risk agreements include the following provisions. Wherever possible, the provision should include specific reference to the FCPA and UK Bribery Act.  Certifications of Anti-Corruption Compliance. [Party] agrees to provide certifications of its compliance with section [X]2 prior to any payment under this Agreement and/or every 12 months, at MetLife’s discretion.  Compliance with MetLife Anti-Corruption Policy. [Party] has reviewed MetLife’s Global Anti-Corruption Policy and covenants to comply with such policy.  Audit Rights. All services performed by [Party] under this Agreement, all invoices and requests for expense reimbursement submitted to MetLife by [Party], and all payments made to or benefits conferred by [Party] on third parties in the course of [Party’s] performance of services under this Agreement, are subject to audit by MetLife, at its sole discretion, or by a third-party retained by MetLife. [Party] must fully cooperate in any audit that may be conducted. Upon notice of an intended audit, [Party] must, within [ ] days, make available to MetLife or a third-party retained by MetLife all invoices, supporting receipts and substantiation, and original entry records for all charges invoiced to MetLife, and make available for interviews, if requested by MetLife, all persons within the control of [Party] who performed services or incurred expenses, or are otherwise knowledgeable with regard to such services or expenses. [Party] must keep books and records that accurately describe in detail all services and expenditures for which [Party] seeks reimbursement from MetLife. 2

Reference “Compliance with Anti-Bribery Laws” provision.

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 Indemnification. [Party] will indemnify MetLife from and against all losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs and expenses (including, but not limited to, legal costs) that MetLife suffers or incurs arising from or related to any violation of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act or any other applicable anti-corruption law or regulation, by [Party], its Subsidiaries and Affiliates, and any director, officer, agent, employee or other person associated with or acting on behalf of [Party] or any of its Subsidiaries and Affiliates.  Payment. [Party] acknowledges and agrees that MetLife will not make payments to [Party] in cash or bearer instruments, or to an account in a country other than that in which the services are performed and that no payments will be made, directly or indirectly, through any trust, intermediate Entity or other intermediary.  Government Affiliations. [Party] represents and warrants that neither [Party] nor any close relative of [Party] (i) is a Government Official or (ii) have any personal, business or other connection, relationship or association with any Government Official. [Party] covenants to inform MetLife in the event this representation is no longer correct at any time during the duration of this Agreement.  Periodic Reports. [Party] covenants to provide detailed written reports of services performed under this Agreement to MetLife, as requested by MetLife from time to time. Comments:

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Low-risk engagements: Either: 1) The Head of the Line of Business seeking to contract with the non-MetLife party at issue must review this checklist and the Policy, and then sign the statement below, or 2) the Local Compliance Department may review all low-risk engagements on a monthly basis to ensure agreement with risk level assessments. Moderate and High-risk engagements: The Head of the Line of Business seeking to contract with the non-MetLife party at issue must review this checklist and the Policy, and then sign the statement below. “I have read the above checklist and agree that it is correct to the best of my knowledge.” Name of LOB Head (Print): Signature of LOB Head: Date:

Name of Person Completing this Form (Print): Signature of Person Completing Form:

Date:

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Appendix E: Gifts & Entertainment Policy & Guidelines: Non-MetLife Parties MetLife Gifts & Entertainment Policy & Guidelines Rule, Law or Standard (Briefly state any local rule, law or standard regarding the giving or receipt of gifts or entertainment.) Policy It is MetLife policy that Associates may give and receive appropriate, lawful business gifts in connection with their work, provided that gifts are nominal in value and gifts and entertainment never affect your judgment or that of others, or even give the appearance of doing so. Particularly, care should be taken to ensure that gifts are not perceived as an inducement or a form of commission. Scope This policy applies to all associates, full time & part time regardless of their position in the company. Certain departments, such as underwriting or procurement, may have specially tailored gifts and entertainment policies. The guidelines applied in any situation should default to the most restrictive guideline and must follow the respective approval and reporting requirements. Special laws and rules apply to gifts and entertainment for Government Officials and are not covered by these guidelines. Please refer to the MetLife Global Anti-Corruption Policy for matters relating to gifts and entertainment for Government Officials. Policy Objective To ensure that any gifts or entertainment offered to or given by MetLife Associates are: reasonable, and would not create an appearance of influence pre-approved where required fully documented. If you are offered a gift that does not meet the criteria set forth in the policy, politely decline the gift or entertainment. If declining a gift would be offensive or hurt the business relationship, accept the gift on behalf of the company and submit the gift along with a written gift report to your manager immediately. Guiding Principles As a leader in the financial services industry, MetLife has a strong interest in avoiding any “conflict of interest” associated with gifts and entertainment. The occasional exchange of modest gifts and entertainment can help build relationships with suppliers, vendors, and others. 36

However, it is unethical and contrary to good corporate governance to offer or accept gifts and/or entertainment with the intention of influencing a decision. Key considerations are any appearance of a conflict of interest, and cost. While we cannot address every scenario, you are expected to use sound business judgment in all situations. If you are uncertain about a particular situation, contact your manager or Corporate Ethics & Compliance. The following principles must guide your decisions: Always: Consider how your actions would be viewed by an objective person. Respect local and cultural sensitivities when exchanging business gifts and entertainment. Ensure that all gifts or entertainment are associated with a business purpose or benefit. Determine the fair market value of an event. In determining the fair market value, all associated expenses (travel, lodging, meals, expenses for Family Members, etc.) must be included. The face value of a ticket to sporting or other events may be lower than the fair market value. Never: Never accept or offer gifts or entertainment that appears lavish, improper, or potentially offensive. Gifts or entertainment must be reasonable, normal, customary and legal in the country or region where exchanged. Never request gifts or entertainment under any circumstances. Never accept or offer cash or cash equivalents, including gift cards. Never offer or accept gifts or entertainment as an incentive to influence a decision. In no case should gifts or entertainment be offered or accepted during a bidding process or contract negotiation. Gifts and Entertainment, Limits and Approval The attached charts detail the reporting and approval guidelines for associates where a customer or third party is the supplier or recipient of gifts or entertainment. It does not mean that the gift or entertainment is proper just because it fits within the chart. You and your manager are responsible for deciding the appropriateness of any gift or event. While it may be acceptable to attend an event where you and the third party are both present, accepting tickets for your own use is a gift. This includes both providing and receiving gifts and entertainment. Amounts are aggregated by donor/recipient in a calendar year 37

Use fair market value, which includes all expenses, including meals, travel, lodging, tickets, fees, spousal expenses, etc. Approval must be obtained from the appropriate supervisor within your organization. A MetLife associate must always be in attendance when offering entertainment to a third party, irrespective of value. It is not acceptable to contribute towards third party entertainment without at least one MetLife employee being present at the function. Additional rules apply to situations involving the following types of persons: Government Officials Any gift or entertainment activity involving a Government Official or government employee is strictly controlled by the Global Anti-Corruption policy. Refer to the policy or contact your local Ethics & Compliance officer before undertaking any such activity. Labor Organizations Contact your local Ethics & Compliance officer before undertaking any such activity. Gifts Tickets to Sporting, Cultural or Other Events where the host is not present Gift baskets, food items, clothing, merchandise and any other items of value given to individuals or groups.

Reporting not required

Promotional/logo items

Report after activity occurs (within 5 days of the gift) Gifts

$100

Mementos (minimal value items < $10)

Subject to pre-approval

> $100 $1,000 or > 2 gifts of greater than minimal value (Department Head approval) > $1,000 or > 4 gifts of greater than minimal value (Executive approval)

Note: Amounts in the charts are in USD based on the conversion rate as of the first day of the month when the gift or entertainment is pre-approved/approved. Entertainment Entertainment Events, Meals Entry To Sporting, Cultural, Charitable or Other Events Participatory sporting events such as golf outings Business Meetings, Training, Conferences and other events, including meals

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Reporting not required

Report after activity occurs (within 5 days of the event)

Refreshments/meals brought into a business meeting

Events

$400

Subject to pre-approval

> $400 $1,000 (Manager approval) > $1,000

$5,000 or > 2 events (Department Head approval) > $5,000 or > 4 events (Executive approval)

Reporting & Monitoring The giving or receiving of gifts or entertainment must be recorded on the Gift & Entertainment Reporting Form. Where applicable (based on thresholds), this form must be pre-approved by your manager (additional approvals based on value) and then submitted to Ethics & Compliance designee. Ethics & Compliance will maintain a Gifts & Entertainment Expense log. Overall Gifts & Entertainment activity will be monitored by country management. Record Retention Requirements Gift & Entertainment Pre-Approval forms and Gift & Entertainment Expense Log must be maintained based on local record retention requirements, but at least 5 years, whichever is longer. Frequently Asked Questions: Gifts and Entertainment The following examples are meant to illustrate the practical application of the guidelines to real world examples. Every situation is different, and you should always use your judgment when evaluating a course of action. Can I offer small mementos or promotional gifts to a vendor who works with us? Promotional or logo items such as key chains, pens, coasters, etc. that are of minimal cost are permitted, as well as deal, project, or installation plaques or mementos. Such gifts must be reasonable in cost and nature, and not appear to influence decision making. I have weekly dinners with a partner at a firm we do considerable business with, to discuss the status of several projects. Who should pay? While an occasional reasonably priced dinner may be acceptable, a restaurant is not the preferred venue for periodic business meetings

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I was invited to a golf outing that is a 2 hour drive from my home, and the sponsor offered to have a car service drive me to and from the course at his expense. May I attend? Attending the golf outing is reasonable. The expense of hiring a private car to get there could create a perception issue with an objective observer. If we expect to receive a business benefit from the outing, we should pay the costs of travel. I was offered tickets to a prominent sports event by a vendor. I understand that the face value of the tickets does not reflect the true value. If I look up the value on an internet ticket auction site and reimburse the firm for that amount, can I still go to the game? If you can find comparable tickets on an auction site, and have management’s approval of the business need to attend this event, you should purchase them yourself as a business expense. This would provide appropriate transparency, document approval, and lessen the appearance of a conflict of interest. A firm that owns a luxury box at a local arena offered me tickets for any event held there (sporting events, concerts, races, etc.). May I choose an event that is not sold out? No. Company policy prohibits soliciting or specifically requesting any gift or form of entertainment. Decisions to attend events you have been invited to should be based on the perceived value to our business relationship. I was invited to a trade conference sponsored and paid for by a firm we do a great deal of business with. May I attend? If the trade conference has a sufficient business benefit, MetLife will pay for the expenses associated with your travel. You should not accept travel or lodging expenses from the third party. In cases where you are asked to serve on a customer advisory board, contact Ethics & Compliance for guidance on expenses. A firm we do business with sent my office a fruit and snacks basket that probably cost more than $100. It is perishable and can’t be returned. Report the gift to management, and if feasible return it. If the gift cannot be returned, then placing the gift in a public area where all in the office can partake may help diffuse any perception of an influence on decision making. Finally, send a polite note to the senders thanking them but gently reminding them of the Company gift policy to which you must adhere. What about gifts or entertainment during international travel? The use of gifts and entertainment in a business setting varies in different cultures. Associates traveling abroad should comply with company guidelines whenever possible. If you feel you cannot decline a gift or entertainment without giving offense, you should report it immediately to your manager, and upon your return, in addition to completing the Gift & Entertainment Reporting Form, place any expensive gifts at the disposal of MetLife.

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Appendix F: MetLife Reporting Guidelines: Allegations of Corruption

MetLife has adopted a zero tolerance policy towards all forms of Corruption and Bribery, whether committed by MetLife Associates or by third-parties acting for or on behalf of MetLife. Simply put, Corruption and Bribery are never acceptable. MetLife strictly prohibits Bribery or Corruption in business dealings in both the private and government sectors. MetLife Associates must never improperly influence any act/decision or obtain any advantage on behalf of MetLife through Bribery or Corruption, nor may they accept anything of value that may appear to influence a business situation or decision. Our Global Anti-Corruption Policy sets forth guidelines and procedures designed to mitigate Bribery and Corruption risks, promote integrity, transparency, and “doing the right thing” as an integral part of our corporate culture, and advance our reputation for trustworthiness throughout the world. Associates must also take reasonable steps to ensure that MetLife’s business partners and thirdparties understand that MetLife expects them to act with the highest standards of honesty and integrity in any activity or business dealing engaged in on behalf of MetLife. Reporting allegations of corruption:

1. MetLife Associates shall immediately report by telephone any situation which they know or even suspect involves corruption or bribery to the local compliance officer or the Global Anti-Corruption Unit. 2. If notification cannot be made safely, the Associate must notify the local compliance officer at the earliest, safe opportunity. 3. Upon learning of allegations of corruption, the local compliance officer shall then immediately notify the regional compliance officer. 4. The regional compliance officer shall then immediately notify the Global Anti-Corruption Unit. 5. Associates who are served with process regarding a corruption allegation, or who receive a written or oral request for information from a government agency regarding corruption, must immediately notify the Global Anti-Corruption Compliance Unit prior to response. 6. All communications shall be treated as confidential. Questions concerning these guidelines can be addressed to the Global Anti-Corruption Unit

[email protected] 212.578.8775 41

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