Code of Conduct

Our Workplace Responsibilities

Promoting Open and Honest Communications

We encourage employees to raise work-related issues, questions or concerns. All employees are encouraged to speak frankly about any ethical concern. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such issues.

Encouraging Trust and Credibility

We are committed to and dependent on the trust and confidence we earn from each other and our customers. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching corporate goals through honorable conduct.

Valuing Diversity, Inclusion and Equal Opportunity in Employment

We value the talents, abilities and diversity of all employees. We define diversity as all of the unique characteristics that make up our workforce: personalities, lifestyles, work experiences, political opinion, ethnicity, race, religion, gender, age, disability, veteran status, sexual orientation or any other differences. We strive to recruit, retain and develop a workforce that embraces and respects the strength of these differences.

Preventing-Harassment

We support a work environment that is free of harassment or any other offensive or disrespectful conduct of any kind. We comply with all country and local laws prohibiting harassment in the workplace because the legal definition of harassment may vary from jurisdiction to jurisdiction. We consider the following as some examples of unacceptable behavior: degrading comments, intimidating or threatening behavior, offensive language or jokes, racial, ethnic, gender or religious slurs; physical harassment of any type is inexcusable.

Preventing Discrimination

We require all employment decisions (e.g. recruiting, hiring, training, promoting, and compensation) related to employees and applicants to be based on merit, qualifications, and job performance. These decisions are not based on non-job related characteristics or activities such as political opinion, ethnicity, race, religion, gender, age, disability, veteran status, sexual orientation and any other legally protected status.

Protecting Human Rights

We recognize the importance of maintaining and promoting basic human rights throughout our global operations. We do not tolerate human trafficking or any type of forced labor and affirmatively prohibit such practices. We do not tolerate the use of underage labor; which is typically defined by local law or in default of local law, by the standards set by the International Labor organization (ILO).

Encouraging a Safe and Healthy Workplace

We are committed to maintaining a safe and healthy work environment by complying with applicable health and safety rules and practices. Employees are responsible for their own safety when performing their work and are expected to exercise their best judgment and proper care to contribute to prevention of work related accidents.

Preventing Workplace Violence

We encourage a safe and secure work environment that is free from violence. We will not tolerate any intimidation, acts or threats of violence against any employees or business partner of Verve Global Logistics LLC. Co-worker on co-worker violence will not be tolerated.

Requiring a Drug-Free Workplace

We expect all employees to perform their job duties free from the influence of any substance that could impair job performance. Working under the influence of abused prescription medications (above the prescribed dose), and/or illegal drugs, and/or alcohol can create an unnecessary risk and unacceptable safety issues. No employee is permitted to possess, use or be under the influence of illegal drugs, alcoholic beverages or other intoxicants while at work. An employee is permitted to possess and take prescription medications in the prescribed doses.

Promoting Environmental Awareness

We are committed to supporting environmental awareness and to preventing any negative impact on the environment. Employees are expected to comply with all applicable environmental legal requirements, and to protect and report any incidents or condition that might result in a violation of law or policy. We are conscious of the world and will continue to make efforts towards sustainability. To reduce environmental impact we will ensure the criteria for selecting business partners is consistent with our corporate goals.

Engaging in Proper Use of Social Media

Employees are free to use various forms of social media communications in their personal lives. However at all times employees should use their best judgment when posting material that is or could be construed as inappropriate or harmful to Verve Global Logistics LLC , its employees and/or customers. Employees are not permitted to publish, post or release any information that is considered confidential or not public. Employees should be sensitive to each individuals right to privacy. In this regard, employees should refrain from publishing or posting images of co-workers or business partners if in so doing, it is reasonably believed that such publication would be offensive to the sensibilities of that other person. Hostility and harassing communications directed through social media at co-workers is not tolerated.

Avoiding Conflicts of Interest

We expect employees to avoid engaging in activities (both commercial and non-commercial) that conflict with, or have the appearance of conflicting with the best interests of Verve Global Logistics LLC . A conflict of interest can arise when an employee takes actions or has interests that may make it difficult for the individual to perform work objectively and effectively.

Employees are prohibited from engaging in any commercial transaction between Verve Global Logistics LLC and a contractor in which the employee has a stake whether direct, or indirect, financial or otherwise. Employees may engage in related party transactions between Verve Global Logistics LLC and a contractor in which the employee has a stake where the transaction is arms-length and approved in advance by Senior Management; the approval or disapproval is of such a related party transaction is in the sole discretion of Verve Global Logistics LLC which may be withheld for any reason. Employees are responsible to notify Senior Management if the employee's immediate family member is party to a transaction with Senior Management (including by way of example and not by way of limitation, Group CEO, Global COO, Regional COO, President, Vice President, and GM Global HR).

Ensuring Proper Acceptance of Gifts, Meals, Travel and Entertainment

We understand that making, giving or receiving gifts is common business practice and can promote good working relationships. The value of any such gift must be reasonable and cannot be intended to influence the recipient. Covering reasonable travel expenses of customers or foreign officials is acceptable if it is directly related to a presentation or demonstration of the company services and is within local law, standards and regulations.

• Reasonable entertainment expenses must be related to business purposes
• Payments must be made directly to the service provider
• A company representative should be in attendance; provided, however, that for reasonable cause, attendance may be excused.
• The entertainment expense must be directly related to a business matter.

Ensuring Proper Charitable Donations

We permit making charitable donations in the form of cash or support. However these donations may not be used as a cover for indirect payments that could be considered bribes. Local laws must be in compliance with all laws governing charitable donations from business organizations.

Ensuring Proper Contributions to Political Parties and Non-Governmental Organizations (NGO)

We do not allow employees to make any political contribution of any kind in the name of Verve Global Logistics LLC or by utilizing Verve Global Logistics LLC funds, assets, services or facilities. Personal contributions are lawful as long as they do not interfere with work responsibilities or give the appearance of a conflict of interest.

Creating and Maintaining Accurate Financial Reporting and Recordkeeping

We create, retain and dispose of all company records as part of the normal course of business in compliance with all corporate policies and guidelines, as well as all regulatory and legal requirements. All corporate records must be true, accurate and complete. In addition it must be promptly and accurately entered into our books in accordance with generally accepted accounting principles. We must not influence, manipulate or mislead an authorized audit conducted by taxing/labor authorities (or otherwise), nor interfere with any auditor engaged to perform an internal independent audit of Verve Global Logistics LLC 's books, records processes or internal controls.

Using and Protecting Company Assets Responsibly

We require all employees to protect company assets and ensure their efficient use. These assets include tangible assets, such as office equipment, computers, cellular telephones as well as intangible assets such as time and intellectual property and proprietary tools such as Verve Global Logistics LLC Chat Platform (Yammer), Skype and Skype for Business. In order to protect the interests of the corporate network, Verve Global Logistics LLC reserves the right to monitor internet and intranet use and to review all data and information contained on an employees company-issued computer or electronic device. Employees who use Verve Global Logistics LLC systems and internet access to send or receive files or other data that would otherwise be subject to any kind of confidentiality or disclosure privilege waive whatever right they may have to assert such confidentiality or privilege from disclosure. The use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate will not be tolerated.

Safeguarding Confidential and Proprietary Information

We expect every employee to protect and not disclose confidential Company information, except when disclosure is authorized for a valid business purpose by the company or as required by law or in response to valid process, such as a subpoena or writ. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential customers, suppliers and vendors.

Our Business Responsibilities

Promoting Fair Competition and Antitrust Requirements

We are committed to free and open competition in the market without collusion or cooperation among competitors. Any illegal price-fixing agreement is strictly prohibited. Any collusive agreement on essential terms, rates, fees, charges and conditions between competitors is prohibited. In all regions and countries where we do business, we are committed to competing fairly for suppliers and customers. To adhere to antitrust laws we must ensure the following:

• Employees may not receive or disclose any information regarding pricing or terms and conditions regarding an unrelated third party from or to competitors, business partners, customers or suppliers.
• Although participation in trade organizations is permitted, if that participation violates any of the prohibited conduct described above, then the membership or participation in such trade organization is prohibited.
• Participation in loosely organized trade committees is discouraged. Moreover, participation is prohibited where the purpose of the trade committee is to discuss any aspect of market pricing.
• If any matter is discussed which is contrary to open and free competition or another industry function, the employee must leave the room immediately and request that their departure and refusal to participate in such activities be noted in the minutes of the meeting. Resignation from the organization should be immediately considered and the subject matter intent with these policies. The subject which the employee found offensive should be brought to the attention of Management for consideration of any further action by Verve Global Logistics LLC .

Preventing Bribery and Corruption

Verve Global Logistics LLC is committed to compliance with anti-corruption laws in all countries where Verve Global Logistics LLC operates. In accordance with the United States Foreign Corrupt Practice Act (FCPA) and the UK Bribery Act of 2010 ('UK Bribery Act') and the comparable laws governing other countries where Verve Global Logistics LLC engages in business, we prohibit giving anything of value, directly or indirectly to officials of foreign governments or foreign political candidates to obtain or retain business. We prohibit improper payments, such as bribes and kickbacks, as well as offers or promises to make improper payments, whether or not the offer or promise is successful. This includes charitable donations, payment of travel expenses, and delivery of products or services in lieu of cash, disproportionate entertainment expenses, or the transfer of other personal or financial benefits and payment or gifts.

Facilitation Payments Prohibited

The common and legal use of facilitation payment in certain countries is recognized as ordinary business practice. Facilitation payment refers to a payment of a small amount of money to expedite performance of routine governmental actions such as issuance of a license or visa. A facilitation payment is not a bribe because it is not paid to cause the official to change his or her mind. Rather it is a payment that expedites the official's performance. Facilitation payments (payments made to prioritize or secure the performance of a routine, non-discretionary government action to which Verve Global Logistics LLC or our customer is entitled) are strictly prohibited.

Ensuring Security and Customs-Trade Partnership Against Terrorism (C-TPAT) Compliance

Security is a vital element of our service and key to the success of the company. Verve Global Logistics LLC is committed to remaining in compliance with C-TPAT expectations in the implementation of and adherence to internal security standards. Everyone in the organization is responsible for taking the necessary precautions that will safeguard consignments and assets entrusted to our care. We must create secure environments that can be trusted by our customers and all other stakeholders.

Export Administration Compliance

Verve Global Logistics LLC is committed to compliance with all export controls throughout the world. This is an ongoing commitment to promoting strict compliance with terms and conditions governing export controls. It is required that all employees comply with country specific export policies and regulations. Under no circumstances will exports be made by an individual operating on behalf of Verve Global Logistics LLC that are contrary to the required export regulations. Employees may not re-export any commodity, technology, or software unless appropriate authorization has been obtained. Failure to comply with these regulations may result in the imposition of criminal/and or civil fines and penalties. In addition employees may be subject to disciplinary action and/or termination.

Our Reporting and Investigation Procedures

Seek Guidance

Our Code of Conduct provides valuable guidance to help employees apply its principles when facing ethical dilemmas in the course of their work. However, the right course of action may not always be immediately clear, even after reviewing the Code. In such situations, employees are strongly encouraged to ask questions and seek guidance from management before proceeding with any decision or action that could potentially violate laws, regulations, or company policies.

Report Concerns

All employees are responsible for understanding and adhering to the values and standards outlined in our Code of Conduct. If you have concerns about whether these standards are being upheld, you are encouraged to report the issue using one of the following options—whichever feels most comfortable to you:

Option 1:Report to Management or HR

Speak directly with your immediate manager or Human Resources representative.

Option 2: Email Submission

Complete a Code of Conduct Violation report and provide a clear, sequential account of the issue. Send the report via email to:

info@verve-globallogistics.com

Option 3:Mail Submission:

Complete a Code of Conduct Violation report and either email it as above or print and mail it to:

Verve Global Logistics LLC

Attn: HR Compliance

Hamsah A Block, 101, Al Karama

Dubai, UAE

We take all reports seriously and will investigate all concerns raised that are consistent with the law and the Verve Global Logistics LLC Code of Conduct. Option 2 and 3 allow you to submit your concern anonymously (where allowed by law). However, providing your name and contact information will enable HR and/or Management to contact you if additional information is needed during the review of the complaint/concern.

In all cases where improper behaviour is substantiated, appropriate corrective action will be taken—up to and including termination of employment—depending on the severity of the violation.

Translation, Amendment, Modification and Waiver of The Code

The Code of Conduct may be translated into other languages to facilitate familiarization and understanding for all employees. In the event of any discrepancy between the original English version and any translation, this English version shall prevail.

In addition, The Code is subject to amendment from time to time in order to clarify policies and to include new information related to our global industry. Verve Global Logistics LLC recognizes that in rare circumstances a waiver of strict application of the Code due to hardship or extreme difficulty in conducting business may be appropriate in the judgment of Senior Management.