Anti corruption policy

It is the policy of FULTER LOGISTICS, its subsidiaries and affiliates (“FULTER LOGISTICS” or as also referred to herein as “FULTER LOGISTICS” or the “Company”) to conduct its worldwide operations ethically and in compliance with U.S. and applicable foreign laws. The FULTER LOGISTICS Anti-Corruption Policy (the “Policy”) is aimed at ensuring that result.

The Policy applies to FULTER LOGISTICS officers, directors, employees, agents, employees of any affiliate, subsidiary, or other entity controlled by the Company, and contract-basis personnel, wherever located as well as any third party acting on the Company’s behalf (as provided for in their respective agreements with the Company) (collectively “Company Personnel”).

All Company Personnel are expected to comply with all U.S. and other applicable laws in the foreign countries in which the Company does business, as well as maintain the highest ethical standards of business conduct. The Company will not authorize, involve itself in, or tolerate any business practice that does not comply with this Policy.

As noted in the FULTER LOGISTICS Code of Conduct, company employees are expected to operate with integrity at all times. This extends to their interactions with foreign officials (as defined below).

This Policy sets forth the ethical standards of conduct and practices that must be followed with respect to certain kinds of transactions, particularly the promising, offering or giving of things of value, including money, entertainment, gifts, meals, charitable contributions and political contributions provided to foreign officials or employees of government owned or controlled enterprises.

This Policy covers all transactions conducted by the Company, Company Personnel, and third parties acting on the Company’s behalf, anywhere in the world. Compliance with the Policy is mandatory.

Company Personnel or third parties acting on the Company’s behalf may not offer, promise, make or authorize payments or the provision of anything of value, either directly or indirectly, to any foreign official, political party or political candidate, or employee of a public international organization to obtain or maintain business or any other improper advantage.

This may include providing (or offering to provide) something of value in order to:

✓ Influence a desired action.
✓ Induce an act in violation of a lawful duty.
✓ Cause a person to refrain from acting in violation of a lawful duty.
✓ Secure any improper advantage.
✓ Influence the decision of a government or government instrumentality.

The term “anything of value” includes not only cash payments but other items of value such as lavish gifts and entertainment, company sponsored travel, or donations to charitable causes made in order to influence an official act. Under the FCPA, there is no monetary threshold and anything of value, if given for an improper purpose, can trigger liability.

The term “foreign official” is also broad, it means any officer, agent, or employee of (i) a non-U.S. government, department, agency, or instrumentality including wholly or majority state-owned or controlled enterprises; (ii) any public international organization, such as the United Nations or the World Bank; or (iii) any person acting in an official capacity for or on behalf of any such government or
department, agency, instrumentality or public international organization, even if that person is not herself employed directly by the government or public international organization.

Under the FCPA, for example, a “foreign official” could include, among other things, an employee of a government agency or legislative
body (for example, a Customs employee or official); an employee of a government-owned or controlled company (such as a national oil company); a candidate for political office; or an employee of a public international organization, such as the United Nations or World Bank. It is your responsibility to understand whether those with whom you interact are foreign officials as defined under this Policy.
When in doubt, contact the Legal Department

In sum, Company Personnel may not offer anything to a foreign official in return for favorable treatment. Company Personnel must obtain prior approval in accordance with this Policy before offering or providing anything of value to a foreign official.

Furthermore, the Company maintains internal accounting controls based upon sound accounting principles. All payments, gifts, travel or entertainment (including meals) provided to foreign officials (including, but not limited to, expenses related to larger gathering attended by private customers and foreign officials) must be timely and accurately recorded in the Company’s books and records. All entries must include reasonable detail so that the accounting records fairly reflect the transactions.

At a minimum, all financial transactions must:

✓ Occur only with appropriate Company authorization.
✓ Be recorded in accordance with generally accepted accounting principles
✓ Be periodically reviewed to identify and correct any accounting discrepancies, errors, and omissions.

FULTER LOGISTICS will not tolerate false, misleading, and inaccurate entries in the Company’s books and records. Company Personnel who falsify FULTER LOGISTICS’ accounting records will be subject to disciplinary action, up to and including termination.

The FCPA includes a very narrow exception which allows companies to make “Facilitating Payments” — small payments to foreign officials in order to expedite or facilitate a foreign official’s performance of a non-discretionary, “routine governmental action,” that (i) the foreign official ordinarily performs, and (ii) FULTER LOGISTICS is entitled to under the laws of that country (such as processing government paperwork or providing telephone or mail service). However, Facilitating Payments may be illegal under applicable
local law and in such case would be forbidden by this Policy, except where expressly approved pursuant to the procedures set forth in this Policy. The Company, therefore, discourages the use of Facilitating Payments and such payments may not be made without the advance express, written approval of the Chief Executive Officer, President or General Counsel of FULTER LOGISTICS. Any such payments so
approved and made must be accurately recorded in the Company’s books and records.

Payments to foreign officials that are expressly lawful under the written laws and regulations of the foreign official’s country may not violate the FCPA. However, such payments should always be supported by an appropriate official receipt and should be made by bank transfer or check into an official government account.

Reasonable and bona fide expenditures made on behalf of foreign officials that are directly related toeither: (1) the promotion, demonstration, or explanation of goods or services or (2) a contractual obligation may be allowable but must be pre-approved, in writing, by the General Counsel of FULTER LOGISTICS.

Extraordinary Circumstances. The Company recognizes that Company Personnel operating outside of the U.S. might sometimes confront situations in which seemingly non-routine payments are demanded, without advance notice or disclosure, by foreign officials or persons claiming to exercise official authority. In event of an extraordinary circumstance, and only where Company Personnel believe they or others may be in imminent danger if payment is not made, or where Company Personnel believe that their property might be arbitrarily confiscated, damaged or otherwise compromised, a payment that otherwise violates this policy may be made without prior approval.

In any such case, after such a payment is made and as soon as possible after the danger has passed, the payment must be reported to the Legal Department so that it can be addressed and recorded appropriately in the Company’s books and records.

A. Third Parties

FULTER LOGISTICS may be liable for payments made by third parties (e.g., agents, subcontractors of agents, consultants, distributors, joint venture partners, or subcontractors) to foreign officials that violate this policy. Company Personnel may not use third parties to make payments (or provide lavish gifts, travel or entertainment) to foreign officials that would otherwise violate this Policy. Company Personnel must conduct due diligence on all third parties prior to engaging them (including entering into a joint venture
agreement). Company Personnel may not engage a third party if there is any reason to suspect that the third party may attempt to make a payment to a foreign official

Third parties covered by this Program include all of (but are not limited to) the following: (1) freight forwarding agents, (2) customs brokers, (3) consultants responsible for sales and/or marketing the Company’s services, and (4) any other party acting on behalf of the Company on an official basis in front of any governmental, quasi-governmental or state-owned authority.

Once due diligence has been completed and the Company determines to enter into the third party relationship, the terms of the relationship must be reduced to writing. The contract or engagement letter must be executed by all parties before the third party begins work. After the agreement has been reduced to writing, the responsible business contact shall present the agreement to the third party. At the time of
contracting, the responsible business contact should explain the Company’s Anti-Corruption Policy to the third party and that, by signing the agreement, the third party agrees to comply with that policy.

The responsible business contact should view as a red flag any hesitancy or reluctance on the part of the third party to agree to comply with the Company’s FCPA policy and report such red flags to the FULTER LOGISTICS General Counsel immediately

If a third party makes an improper payment or gift, the Company may be held liable under the FCPA, the UK Bribery or local laws, as applicable, even if it did not authorize the payment.

To guard against such liability, Company employees should:

✓ Insist on documentation or justification before paying expenses.
✓ Require that the third party submit invoices with line item charges documenting all services provided.
✓ Reject and not pay invoice line items that are unclear or generic (e.g., “miscellaneous charges”, “out of pocket expenses”, etc.)
✓ Question unusual or excessive expenses
✓ Refuse to pay a third party and notify the Legal Department when the employee suspects that the third party has or will make illicit or questionable payments or gifts.

The term “Transaction Partner” as used herein and under the Foreign Corrupt Practices Act means any joint venture/consortium or joint venture/consortium partner, affiliate, distributor, agent, consultant, or any other third party engaged to act on FULTER LOGISTICS’ behalf in commercial matters outside of the U.S. or with respect to transactions with foreign officials. Transaction Partners do not include vendors providing the Company with commodities of a modest value or routine office services.

B. Mergers, Acquisitions and Joint Ventures

Any agreement by a FULTER LOGISTICS entity to merge, acquire, or enter into a joint venture with a nonFULTER LOGISTICS entity requires advance approval from our External Legal Advisors.

In situations where FULTER LOGISTICS or a subsidiary will merge with, acquire a majority stake or operations control in, or acquire all or substantially all of the assets of a non-FULTER LOGISTICS Entity, FULTER LOGISTICS shall conduct Anti-Corruption related due diligence prior to closing in order to guard against legal, financial and reputational risks related to potential corruption issues arising from those transactions and any agreement to merge, acquire or enter into a joint venture with a non-FULTER LOGISTICS entity must include a provision permitting such due diligence by FULTER LOGISTICS prior to closing including, but not necessarily limited to, access to relevant employees, documents, and books and records, as permitted by law.

FULTER LOGISTICS prohibits commercial bribery in any form. Company Personnel shall not, directly or indirectly, offer, promise, authorize or give a financial or other advantage to another person (including kickbacks, unauthorized commissions, brokerages, rebates or other compensation) or other incentives to obtain or retain business or gain a business advantage or benefit.

Nor shall Company Personnel authorize any third-party agent, representative or intermediary to directly or indirectly offer, promise, authorize or give a financial advantage to another person (including kickbacks, unauthorized commissions, brokerages, rebates or other compensation) or other incentives to obtain or retain business, or gain a business advantage, for or on behalf of FULTER LOGISTICS.

A. Reporting

If any information causes you to believe that a violation may occur or has occurred, you must advise the Company immediately of such information through the External Legal Advisors or to Human Resources via the email address c[email protected] or go directly the webpage https://www.fulter.net/en/confidential-reporting-channel/

B. .Violations of Policy /Conflict of Policies

Employees of FULTER LOGISTICS who violate this Policy are subject to disciplinary employment action, up to and including suspension or termination. In addition to penalties for employees, the Company has the right to terminate contracts with consultants, representatives, independent contractors, or any other Transaction Partner who are unwilling or unable to represent or work with the Company in a manner
consistent with this Policy.

To the extent that the Company has previously adopted compliance policies and procedures that are inconsistent with this Policy, such previously adopted compliance policies and procedures are hereby rescinded and are superseded by this Policy. If any questions or concerns about the Policy arise, Company Personnel should contact their supervisor or the Company External Legal Advisors