Code of Conduct

This Code of Conduct sets forth the ethical and professional guidelines that govern FULTER LOGISTICS and its employees. Below is the complete content divided by topics.

1. Introduction

The purpose of our Code of Conduct is to establish a common and cohesive framework with a standard set of guidelines to drive ethical business decisions and practices. This is especially necessary for us to work effectively with a diverse global base of multicultural clients, service providers, and complex networks of governmental agencies.

Our Code of Conduct aims to cover all aspects of our company, from the corporate level to every facet of our operations.

Our process involves ensuring that these standards and guidelines are continuously communicated to all company employees and are incorporated into company, employee, supplier, and client reviews. We must integrate these standards into our processes and maintain top-level visibility across the entire organization.

FULTER LOGISTICS provides training from both internal and external resources when we identify the need to offer better guidance on specific topics, provide updates on regulatory changes affecting our industry, and reinforce compliance standards anywhere in the world.

Although we recognize the complexity of the international landscape, we not only encourage but require the escalation of any issue that needs clarification based on terminological or cultural differences.

2. Code of Conduct - Application

This Code of Conduct (sometimes referred to herein as this “Code”) applies to all employees of Fulter Logistics and all its subsidiaries and affiliated companies (collectively referred to herein as the “Company” or “Fulter Logistics”), wherever they are located. In this Code, references to “we,” “our,” “us,” and similar terms refer to the Company, and references to “employees,” “officers,” “directors,” or specific officer titles refer to the employees, officers, directors, or specific officers of the Company (collectively “employees”), in each case, unless the context explicitly requires a different meaning.

In some cases, this Code of Conduct summarizes more comprehensive guidelines or policies. In the event of any discrepancy between this Code and a more comprehensive guideline or policy, the more comprehensive guideline or policy shall prevail.

3. Our Core Values

Our core corporate values are an integral part of our daily conduct. Below are the values that must be part of each of our daily work lives:

✓ Professionalism

✓ Integrity

✓ Ethics

✓ Proactivity

4. Commitments and Responsibilities

a) Responsibilities. Our employees are responsible for familiarizing themselves with the legal obligations that accompany their roles and assigned duties as representatives of the Company and for acting in a manner that reinforces these obligations. If a situation arises that causes someone to question how to proceed, the Human Resources department or our External Legal Advisors are available to provide guidance and consultation. It is always best to seek advice before taking action.

b) Reporting. Policies and procedures have been established to detect and prevent violations of the law. We will not tolerate any criminal activity by any employee or agent of the Company, regardless of their position within the organization. We will not accept that any agent or employee allows legal violations to occur without properly reporting them. All employees have an obligation to alert the Company to any situation in which Company policies and/or this Code are being or may have been violated.

Although we encourage employees to feel free to discuss any matter with their supervisor, our External Legal and Human Resources Advisors understand that a certain level of concern may discourage someone from speaking up. You should know that retaliation against employees who report violations of this Code of Conduct will not be tolerated, and that such retaliation itself constitutes a violation of the Code. However, if for any reason you feel uncomfortable reporting a violation directly, the Company has established a confidential reporting channel accessible through our website: https://www.fulter.net/canal-confidencial-de-denuncias/

The Company’s policy protects from retaliation any individual who makes a report in good faith. However, any person who knowingly and deliberately makes a false accusation or knowingly provides false information or intentionally misleading statements is subject to corrective actions, which may include termination of employment.

c) Criminal Investigations. External Legal Advisors have full responsibility for investigating and disclosing any alleged or actual criminal activities.

d) Consequences. Any employee who violates the policies set forth in this Code will be subject to appropriate disciplinary measures, up to and including dismissal. In cases involving criminal offenses, we may report them to the relevant authorities and assist judicial agencies in prosecuting the individuals involved.

5. Compliance with the Law

It is our policy that the Company, its employees and agents, affiliates, partners, and all Suppliers comply with all applicable laws and governmental regulations related to the Company’s management activities.

6. Workplace Conduct

a) Conflicts of Interest. Employees must avoid situations in which their personal interests are, or may appear to be, in conflict with their responsibility to act in the best interest of the Company. In most cases, this means that an employee who has a potential or actual conflict of interest should refrain from making decisions on behalf of the Company until the conflict is resolved. A conflict of interest exists when a person’s personal involvement or financial affairs may negatively affect their judgment in fulfilling their duties to the Company. Even when a conflict of interest is more theoretical than real, it is important to reach a resolution quickly. If it is unclear whether a conflict of interest may exist, the situation should be referred to the External Legal Advisors for guidance before taking any action. It is not practical to describe every situation in which a conflict of interest may arise. The examples below should be considered general guidelines and not an exhaustive list. A conflict of interest may exist when:

✓ An employee, directly or indirectly, or a member of their immediate family, owns or has a financial interest in another organization that is a competitor, customer, vendor, contractor, or supplier of the Company.

✓ An employee, directly or indirectly, or a member of their immediate family, serves as a director, officer, employee, consultant, or agent of an organization that competes with the Company or does business with the Company as a supplier, customer, or contractor.

✓ An employee, or a member of their immediate family, is a principal party in a transaction with the Company involving the rental or purchase of property, goods, or services; and, in each case, the employee may be able to use their position within the Company to benefit the other organization or influence business dealings between the Company and the other organization. For the purposes of this Code of Conduct, “immediate family” includes spouses, parents, children, siblings, parents-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.

b) Community Activities. We encourage participation in civic and charitable organizations. However, such participation must not interfere with the time and effort required for the proper performance of Company duties and may not use Company resources (aside from minor and incidental use, such as Company email) except for civic or charitable activities specifically sponsored or directed by the Company and requiring employee participation.

c) Corporate Opportunities. Employees shall not appropriate for personal benefit any opportunities that rightfully belong to the Company. The Company must be given the right of first refusal if the opportunity was directly offered to the Company or obtained through the use of Company resources. Any employee who believes they have been offered a business opportunity as a representative of the Company must disclose the nature and scope of the opportunity to the Legal Affairs Department.

d) Contracts and Agreements. It is the policy of the Company that all business transactions be reflected in a written contract, bill of lading, or written terms and conditions.

7. Gifts, Travel, and Entertainment

Giving gifts and providing entertainment in a business environment is a common way to establish and build relationships. However, our intention must be that such gifts and events are customary and consistent with both FULTER LOGISTICS’ policies and applicable laws and regulations, including all anti-corruption laws and policies. We must ensure that these business courtesies are not given or received in order to gain or offer any type of unfair advantage, that they are of reasonable value, always in kind (i.e., not cash or other monetary or redeemable gifts such as gift cards), and that they are given or received infrequently.

The provision of gifts, travel, and entertainment is covered and governed by the Company’s Travel and Expense Policy in conjunction with the Company’s Anti-Corruption Policy, which can be found on ENAXIS or requested from FULTER LOGISTICS’ Human Resources. You are expected to have reviewed and understood these policies before (a) receiving gifts, travel, or entertainment, or (b) providing any gift, travel, or entertainment on behalf of FULTER LOGISTICS or for which you seek reimbursement from FULTER LOGISTICS.

8. Business Information

a) Misuse of Confidential or Proprietary Information. Employees may become aware of the Company’s confidential or proprietary information related to personnel, strategic, technical, commercial, financial, and other matters. This information may also include intangible assets of the Company, such as trade secrets, software, or other intellectual property rights. Such information may be considered confidential whether or not it is specifically labeled as such. Our policy is to maintain the confidentiality of Company information unless a person is authorized to disclose the material. In addition to Company policy, the law may also impose obligations on individuals to keep Company information confidential. For example, directors and officers have fiduciary duties of loyalty and care to the Company and its shareholders. These duties often require directors and officers to maintain the confidentiality of Company information when doing so is in the best interest of the Company.

b) Copyrighted Material. Copyrighted works include (but are not limited to) newsletters, magazine articles, newspapers, books, videotapes, drawings, musical recordings, and software. Copyright law protects such works even if they do not include a copyright notice. Works created by employees in the course of their employment belong to the Company, unless there is a specific agreement stating otherwise. Works created by third parties and consultants as part of their work for us (e.g., software) may belong to them, unless otherwise agreed. It is against our policy to copy material for distribution at work (such as software or publications) without the permission of the copyright holder.

9. Labor Practices

a) Equal Employment Opportunity. The Company will create and maintain a workplace free from unlawful discrimination and harassment. The Company complies with all applicable laws that provide equal employment opportunities to all individuals regardless of race, color, religion, national origin, veteran status, gender, sexual orientation, age, physical or mental disability, genetic information, marital status, or any other characteristic prohibited by federal, state, or local law.

b) Anti-Harassment. Our Company is also committed to providing a professional work environment in which sexual harassment is unacceptable and will not be tolerated from anyone, including coworkers, visitors, agents, or external vendors. Examples of inappropriate behavior include, but are not limited to, unwanted physical contact, offensive sexually explicit language, sexual propositions, jokes or comments, obscene gestures, and the display of sexually explicit photos, drawings, or cartoons. The use of Company equipment to view, display, or distribute sexually explicit material may also constitute harassing behavior. The Company’s workplaces must also be free from harassment based on race, color, nationality, religion, creed, sex, sexual orientation, age, disability, veteran status, or any other condition protected by federal, state, or local law. Behaviors including slurs, name-calling, derogatory comments, degrading stereotypes, jokes, vandalism, or the intentional destruction or damage to someone’s property or belongings are unacceptable and will not be tolerated.

We urge you to report any and all perceived incidents of harassment and discrimination to your supervisor, manager, or Human Resources. You may also report incidents by sending an email to [email protected]. Human Resources will investigate complaints, and anyone found to have engaged in discriminatory or harassing behavior will be subject to corrective action, which may include termination.

The Company’s policy protects from retaliation any person who makes a good-faith complaint of harassment. However, any person who knowingly and deliberately makes a false accusation of harassment or who knowingly provides false information or intentionally misleading statements will be subject to corrective action, which may include termination.

c) Threats and Violence in the Workplace. We will not tolerate threats of violence or acts of violence by any employee toward a coworker, customer, vendor or contractor, or the public. Threats include, but are not limited to, those made in person, by phone, WhatsApp, email, regular mail, or any other means of communication, including gestures. Both explicit and implicit threats are prohibited. If the prohibited behavior in any way involves the Company, this policy applies regardless of whether the individual is on duty or where the prohibited activity takes place.

Any individual suspected of engaging in prohibited conduct may be removed from duty pending the outcome of an investigation. Violations of this policy will result in disciplinary action, including termination, and may be reported to law enforcement authorities. You are required to report any suspected violations of this policy, whether you have firsthand knowledge or not, to one of the following: your immediate supervisor, another manager, Human Resources, or by emailing [email protected]. Reports will be investigated and kept as confidential as possible. If you request or obtain a protective or restraining order that includes a Company location as a protected area, you must provide Human Resources with a copy of the order, any supporting declarations used to obtain it, and a copy of any granted protection/restraining orders. This information will be kept confidential to the extent possible.

d) Outside Employment. Unless otherwise stated, outside employment is permitted but must be treated as secondary and complementary. With regard to employment, every employee’s primary loyalty and interest must always remain with the Company. “Employment” refers to both self-employment and work for others.

i) Outside Employment Requiring Use of Company Confidential Information. Employees with access to Company confidential information must not perform any outside work that involves the use of such information.

ii) Outside Employment During Company Hours. Employees must not engage in outside work or operate an independent business that conflicts with their scheduled hours, required overtime, or the performance of their Company duties.

iii) Outside Employment Affecting Loyalty to the Company. Employees must not engage in any outside employment that could affect the objectivity and independence of their judgment or conduct in performing their duties to the Company, or that could embarrass or discredit the Company, or that may conflict with the Company’s best interests.

e) Nepotism. In general, immediate family members may not work for the Company if a conflict of interest arises (such as another employee having the authority to approve a direct family member’s compensation). An employee may not directly supervise an immediate family member.

f) Employee Safety. Numerous domestic and international laws regulate our conduct and are designed to promote employee safety. These laws and regulations govern how operations are conducted and how facilities are maintained and constructed. We are committed to complying with these laws and regulations. We issue and enforce rules and regulations that go beyond the legal minimum to help promote employee safety. Compliance with these laws and regulations is a duty of every employee. Each employee is responsible for bringing to the attention of their supervisor or manager any unsafe conditions, including any violations of safety laws, regulations, and Company standards. Please also refer to our various safety policies and procedures.

g) Drug and Alcohol Use. It is against our policy for directors, officers, or employees to use illegal drugs on Company premises or during the course and scope of an employee’s job duties. It is also against our policy to bring illegal drugs onto any of our properties, whether owned or leased. Consuming alcoholic beverages on Company premises or at Company-sponsored events is prohibited unless the event is authorized by an executive officer of the Company after consultation with External Legal Advisors.

h) Dispute Resolution. Disputes will occasionally arise between the Company and its employees. These disputes may be governed by an arbitration agreement or other service agreement, as applicable. Unlike the other policies listed in this Code, arbitration agreements may only be modified in accordance with the methods outlined in the respective arbitration or service agreements. If you have any questions, please speak with your supervisor or Human Resources.

10. Business Practices

a) Antitrust Laws. Any attempt by the Company and its employees to restrict trade or monopolize business may be subject to antitrust laws. The most common forms of antitrust violations include price or rate fixing, sharing cost or pricing information with competitors, and reciprocal agreements. Sharing information with competitors about each other’s terms can be interpreted as a form of price or rate fixing. Any exchange of information with competitors must be carefully considered, including those that occur at industry trade meetings. Penalties for violating antitrust laws include criminal fines and imprisonment. All employees involved in sales or marketing responsibilities are responsible for ensuring that all personnel comply with antitrust laws. In addition to U.S. federal and state laws, many foreign countries in which we operate also have antitrust laws that must be observed. Because these laws are complex, employees are advised to consult with our External Legal Advisors whenever in doubt.

b) Use of Company Names and Service Marks. The name of our Company, the names of our affiliated companies, and the service marks and trademarks we use in our business are our property. These names and marks may only be used to promote the Company’s business. Employees may not use our names and marks for their personal use or for the use of any other person, company, or organization, including charitable entities, without the express authorization of the Company. This includes the use of any such names or marks in images containing those names or marks. Of course, this does not prevent employees from having personal photos that contain any of these names or marks, as long as they are not publicly shared.

c) Company Stationery. Our employees may not use stationery bearing the Company’s names or marks for personal purposes, including charitable or political causes, unless authorized by the Company.

d) Articles, Editorials, and Other Published Works. Any published work by an employee that identifies the individual as affiliated with the Company must disclaim Company approval of the work unless the Company has authorized the use of the work for Company-related matters.

e) Commercial Endorsements. Unless authorized by an executive officer, it is against our policy to offer Company endorsements for any product or service.

11. Working with Government Agencies

When working with government agencies and officials, we must be mindful of the specific laws and regulations that govern our actions. Conduct that may be acceptable in the private sector can have serious consequences, such as fines, disqualification from competing for government contracts, and even criminal prosecution of the company or some of its employees. Our policy is to comply with all laws and regulations related to our work for any government agency.

12. Anti-Corruption / International Business

a) ANTI-CORRUPTION LAWS. FULTER LOGISTICS strictly prohibits bribery in all its forms. Accordingly, neither the Company nor any third party acting on behalf of FULTER LOGISTICS will offer, pay, give, or promise anything of value to any foreign official, customer, or any other person or entity for improper purposes. No employee may authorize such offers, payments, gifts, or promises to Foreign Officials, customers, or any other person or entity for improper purposes—whether directly or indirectly—by failing to act when the employee knows or has reason to know of such offers, payments, gifts, or promises. All employees are expected to review and follow the FULTER LOGISTICS Anti-Corruption Policy, which can be found on the Company intranet site ENAXIS or is available upon request from FULTER LOGISTICS’ External Legal Advisors or Human Resources.

b) Anti-Boycott Laws. U.S. law prohibits American companies from participating in foreign boycotts of purchases from specific countries unless the United States has officially sanctioned the boycott. This law most commonly applies to requirements from certain Arab countries that a company agree not to do business with Israeli companies in order to be allowed to do business with an Arab company. Employees conducting Company business in foreign countries may obtain guidance on the specific provisions of this law from our External Legal Advisors.

c) Sanctioned Countries. U.S. law prohibits American companies from conducting certain business activities with specific countries. Currently, these sanctions apply to countries such as Iran, Cuba, North Korea, Syria, and certain regions of Ukraine such as Crimea and the Donetsk and Luhansk People’s Republics. Employees conducting Company business in foreign countries may seek guidance on the specific provisions of this law from our Legal Affairs Department.

d) Terrorist and Narcotics Trafficking Organizations. U.S. law prohibits American companies from doing business with certain companies listed as supporters of terrorism or narcotics trafficking. Employees may obtain guidance on such companies from our External Legal Advisors.

e) Export Restrictions. It is our policy to comply with the export laws and restrictions of every country in which we operate.

f) Customs Duties and Import Restrictions. It is our policy to comply with the customs laws and import restrictions of every country in which we operate.

13. Political Activities and Contributions

a) Political Activity in the U.S. and Public Office. Our policy is to encourage individual participation in political processes. It is recognized that politically active and engaged employees may wish to accept public office or run for elected positions. An employee who runs for public office does so as an individual, not as a representative of the company. We acknowledge that a public official must represent their constituents; therefore, we will not attempt to influence them in the execution of their public duties. The core objective of this policy is to avoid any conflict—or appearance of a conflict—between private employment and the responsibilities of holding public office. In addition, state and federal laws, regulations, and court rulings govern the relationship between public officeholders and private companies. Individuals who believe they may face an issue in this area should contact our External Legal Advisors so the matter can be reviewed to determine if a conflict of interest exists.

b) Political Endorsements. Unless authorized by an executive officer, after consulting with the External Legal Advisors, it is against our policy to provide Company endorsement for any political candidate or ballot initiative.

c) Political Activities Outside the U.S. FULTER LOGISTICS does not participate in political activities abroad, and the Company may not endorse, support, or expend funds in support of any foreign political campaign. This prohibition does not extend to non-U.S. employees acting on their own personal time or making personal donations to foreign political candidates. However, all such efforts must be clearly made in an individual capacity and in no way suggest support or endorsement by FULTER LOGISTICS.

14. Records and Documentation

a) General Provisions. Our financial records are used to generate reports for our management, creditors, government entities, and others. All of the Company’s accounting records and the reports derived from those records must be maintained and presented in accordance with the laws of each applicable jurisdiction and must accurately and faithfully reflect the Company’s assets, liabilities, income, and expenses. False or knowingly misleading entries in the Company’s accounting records, as well as the deliberate misclassification of transactions among accounts, departments, or accounting periods, are strictly prohibited. All transactions must be recorded with care and honesty and must be supported by accurate and sufficiently detailed documentation to allow for review and audit. All transactions must be recorded in the appropriate account and in the correct accounting period. No secret or special books or records may be kept for any purpose. Full compliance with generally accepted accounting principles and with the Company’s internal accounting control system is required at all times.

b) Expense Reporting. All expense reports must accurately reflect expenses incurred by an individual on behalf of the Company, including the purpose, amount, and persons present. False or knowingly misleading entries and misclassification of expenses are prohibited. Expense reimbursement requests must be submitted within 30 days of incurring the expense. Expenses submitted after this deadline may be denied.

c) Data Security. Data is a Company asset. It includes all forms of information necessary to carry out the Company’s business activities. All employees are responsible for protecting data within their assigned area of control against unauthorized use, modification, destruction, or disclosure. Data related to customers, pricing, forecasting, financial and planning information are examples of the types of data that must be safeguarded and used solely in the interest of the Company. All employees are expected to review and follow FULTER LOGISTICS’ Information Security and Acceptable Use Policy, which can be found on the Company intranet ENAXIS or obtained upon request from FULTER LOGISTICS’ Human Resources or IT Departments.

d) Record Retention. Our policy is to retain our business records for as long as reasonably necessary and, at a minimum, for the time required by applicable law. Our policy is not to destroy any record that is reasonably related to an actual or reasonably anticipated investigation or proceeding by a court or other government authority.

e) Disclosure. It is the Company’s policy to make full, fair, accurate, and timely disclosure of matters that the Company is required to disclose or in fact chooses to disclose in reports and documents and in other public communications made by the Company.

f) Not a Contract. This Code of Conduct is not a contract. The Company reserves the right to change the terms of your employment, this Code, and any guidelines or policies referenced in this Code at any time and at its sole discretion. The only exception to this rule is for agreements, such as arbitration agreements, that specifically set forth a procedure for modification or cancellation.

15. When in Doubt

If you’re unsure how to handle a situation or whether you should speak up, you can ask yourself a few questions:

Do the actions in question align with FULTER LOGISTICS’ Core Values or our Code of Conduct?

Could the situation put someone at risk or cause harm?

✓ Does it seem shady or dishonest?

✓ Do you need someone to clarify whether it’s legal or within our policies and procedures?

✓ Are you comfortable being part of the situation?

✓ If it became public, would it reflect well on you, the others involved, or the Company as a whole?

✓ If someone asked you for advice on how to handle the situation, what would you say?

✓ How would this reflect on your reputation or that of the Company?

What does your conscience or “gut feeling” tell you?

If you’re not 100% confident in your decision or comfortable with the situation, seek guidance from:

✓ Your supervisor

✓ Business unit leadership

✓ Human Resources

✓ External Legal Advisors / Compliance Department