Code of Conduct

OUR VALUES

Global Transact, LLC, and its wholly and majority-owned entities ("GT," "we," "us," "our") are committed to maintaining the highest standards of business conduct and acting in compliance with all applicable laws, rules, regulations, policies, and procedures in all countries where we do business.

We are committed to helping African Small and Medium-sized Enterprises (SMEs) develop and grow, create new jobs, and change individual lives and communities for the better. We are also committed to growing our business in the ways that benefit our customers, employees, shareholders, and the countries we serve. We provide high quality services and adhere to high standards, and we expect our customers, suppliers and other business partners to do the same. We value our reputation and theirs.

Integrity: We maintain high ethical standards, do what is right, and act honestly and fairly in all circumstances, everywhere, at all times. Integrity is indispensable to our mission.

Trustworthiness and Accountability: We deliver on our commitments. We take personal responsibility for our decisions, actions and outcomes.

Professionalism: We are committed to doing quality work. We are result oriented and strive to be leaders.

Innovation: We endeavor to learn and continually improve to enable growth and provide greater value to our shareholders, business partners, employees, and communities.

Respect: We uphold the same values even though we may represent different cultures. We respect people we work with and the cultures in which we operate. We comply with all laws and regulations and are responsible, ethical and active citizens in our communities.

Teamwork: We care for the people we work with, support and respect one another. Our synergy as a team assures that we deliver more than each of us could do individually.

COMPLIANCE at GT

Compliance is the way that an organization ensures that it is following all the laws, regulations, standards, policies, and ethical practices that apply to its business.

We must comply with a large and rapidly growing number of aggressively enforced local, national and transnational laws and regulations. The costs of noncompliance for the company may include significant fines and damages, disgorgement of profits, exclusion from contracts, and severe reputational damage. It takes years to build a reputation but only moments to lose it. For employees, noncompliance may lead to disciplinary action up to and including termination of employment, fines and imprisonment. For business 2

partners, noncompliance can mean termination of our business relationship, pursuing damages and reporting to appropriate government agencies.

The current regulatory environment demands our commitment to excellence in compliance. We view effective compliance as our competitive advantage. For employees, compliance is included in performance reviews.

Based on our Values, which include compliance with the laws and regulations in all places where we do business, this Code of Conduct applies to all our employees, managers, directors, subsidiaries and controlled affiliates.

Our relationships with all of our Business Partners (often referred to as "third parties"), such as customers/clients, distributors, suppliers/vendors, service providers, contractors/sub-contractors, advisors/advisory services providers, agents/agencies, joint venture/consortium partners, and others working with us, must be based on our Values.

The Board of Directors approved this Code of Conduct and is the sole authority which may approve any amendments to this Code.

The General Counsel has primary responsibility for implementing and enforcing the Code of Conduct and all company compliance policies as well as for issuing guidance and explanatory materials, subject to oversight by the Board of Directors. Only the General Counsel may approve a waiver of a Code or compliance policy provision(s), with an immediate report of any such waiver to the Board of Directors.

We will review and update this Code periodically. Your comments and suggestions for its improvement are important and welcome. Please send your input to legal@globaltransact.com.

WHAT WE MUST DO

All our directors, managers and employees, and anyone acting on our behalf, are required to understand and comply with this Code of Conduct and the applicable laws and regulations in each place we do business, all the time.

All directors, managers and employees, and anyone acting on our behalf, must promptly report any concerns about compliance or potential violations of law, this Code of Conduct or our policies through any of the channels outlined on the last page of this Code. No one will be excused for his or her misconduct simply because it was directed or requested by someone else. Nor will anyone be excused for ignoring or condoning illegal or unethical conduct engaged in by others.

This Code and relevant compliance policies cannot cover every possible situation and are not a substitute for good judgment and common sense. When you have concerns or are in doubt about the Code, policies, practices or the law, seek guidance from your manager or the General Counsel.

The following will not be tolerated:

• • Violating law, this Code or our policies, or requesting that others do the same
• • Retaliating against an employee or Business Partner for reporting a compliance concern
• • Failing to promptly report a known or suspected violation of our compliance policies
• • Failing to fully and honestly cooperate in investigations of possible violations
• • Failing as a manager to ensure compliance with the law or our policies

CONCERNS, NONCOMPLIANCE, REPORTING

Maybe you sense that something is not right at work or you saw something or heard about an act that may violate this Code, our policies or the law.

You have a responsibility to share your concerns by reporting them right away even if you are not sure that a violation has occurred. When you report concerns, you help us handle issues properly, fix problems before they occur and remedy situations that have already happened. You also help build trust with each other and with our Business Partners.

Report immediately any concern, question or issue to your manager or the General Counsel. See the last page of the Code for the reporting channels.

We respect the confidentiality of reporting. To the extent allowed by law, you may choose to remain anonymous. Your report will also be treated in a confidential manner in accordance with the law and our internal policies and procedures.

Your report will be taken seriously and investigated promptly and thoroughly. If you choose to disclose your identity, we will inform you of the outcome of the investigation.

Act if you see an issue. Ask if you are not sure.

BRIBERY, IMPROPER PAYMENTS

Corruption, including bribery, is a crime in all countries. Corruption undermines competition and markets, ruins economies and harms people's lives. We reject all forms of corruption and bribery in our business dealings. We comply with anti-corruption laws in all the countries where we do business. We only do business with persons and organizations that adhere to the same standard of zero bribery and corruption. We follow our Anti-Corruption Policy and due diligence procedures closely.

The most common form of corruption, bribery, means directly or indirectly (with or without an intermediary, to the person or their relatives, friends or associates) offering, promising or giving anything of value to any person in government or any other organization to gain an improper business advantage. "Anything of value" can be cash, travel, entertainment, employment, tuition, special favors, and much more. It does not matter how big or small the amount of bribe is - we cannot and do not pay!

Some common red flags of bribery include:

• o A suggestion to direct business through a specific representative or party due to a special relationship
• o A request to make a payment to a person or entity that is not related to the transaction
• o A request for payment in cash or to an offshore bank account
• o A request for payment with poor or no documentation, inconsistencies in records or payments
• o Commissions that are unreasonably large or a demand to receive a commission before winning a contract
• o Expensive or frequent trips or entertainment
• o Business partners/associates with unclear responsibilities or lacking qualifications

Providing gifts, entertainment or giving anything else of value to government or private officials or employees is highly regulated and often prohibited by law. Do not provide any gifts or entertainment other than those allowed by our policies without prior written approval from the General Counsel and the CEO.

Books, records, documents, and accounts must always be accurate and correctly reflect the true nature of all our transactions. We only maintain accounts for legitimate purposes.

Contributions of company funds or other assets for political purposes or charitable donations may only be made with prior written approval from the General Counsel and the CEO.

If someone offers you a gift or anything of value (such as tickets to an event, hotel stays, sponsorship, etc.), you may only accept it if allowed by our policies.

You will NOT be disciplined for refusing to pay a bribe or engage in other corrupt activity, even if it could help us win business or another advantage. But you WILL be disciplined, and may be prosecuted, for failure to comply with anti-corruption laws and our Anti-Corruption Policy and procedures.

MONEY LAUNDERING

Money laundering is making "dirty" money generated from illegal activities appear legitimate by hiding or disguising their identity, source or destination.

Money laundering is a serious crime in most countries. We are committed to complying with all applicable anti-money laundering and anti-terrorism financing (AML/AFT) laws and regulations to reduce terrorism, corruption, fraud, embezzlement, theft, human trafficking, and other crimes.

We do business only with reputable parties involved in legitimate business activities whose funds are derived from legitimate sources. For this reason, we engage in extensive "Know Your Customer" (KYC) and "Know Your Business Partner" due diligence processes to mitigate the risks.

Money laundering may take many forms. Some common red flags include:

• • Unusual, often complex transactions outside the normal patterns of doing business
• • Providing insufficient, suspicious or false information, or information that cannot be readily verified
• • Avoiding reporting or recordkeeping requirements
• • Pressure to enter into a transaction as soon as possible
• • An all-cash deal
• • An overpayment followed by a request for refund
• • Orders, purchases or payments that are unusual or inconsistent with a party's trade or business, or involve high-risk geographic areas and offshore jurisdictions
• • Unusual fund transfers to or from countries or persons unrelated to the transaction
• • Over/under/multiple invoicing, short/over/phantom shipping, disguising/falsifying shipping documents

We expect that you:

• • Be alert to the signs of possible money laundering activities
• • Follow our Anti-Money Laundering Policy and due diligence procedures to collect and understand information about prospective business partners
• • Follow the rules concerning acceptable forms of payment
• • Report any suspicious activity or payments immediately

CONFLICTS OF INTEREST

A conflict of interest is making a business decision based on personal interest and not in the best interest of the organization. These may include personal and family relationships, awarding contracts, financial interests, using our property and information and communication technology (ICT) for private purposes, outside employment, and many other situations. Decisions influenced by a conflict of interest harm the organization financially and may create serious reputational damage. A perception of a conflict of interest may be as damaging as the conflict itself, even when nothing wrong is intended.

We make all business decisions in the best interest of our organization, uninfluenced by personal relationships and interests, and expect that you:

• • Will not accept gifts, honorariums or personal discounts other than those of nominal value from business partners or competitors
• • Be cautious in expressing your private opinions in public if they can be attributed to our organization
• • Will not harm our reputation with your activities
• • Will not use our property and resources, including intellectual property, for personal purposes without your manager's permission. This includes the use of our IT resources, which must be strictly limited and not interfere with the performance of your duties. Our email system is intended for business purposes only
• • Will not have a business relationship or investment with, or hold a board membership in an organization that does business or competes with us
• • Will not hold secondary employment with our competitor or business partner, or when such secondary employment interferes with your responsibilities to us, without a prior clearance from the General Counsel and the CEO

You should promptly disclose in writing all of your personal or financial activities that may interfere with your allegiance to our organization.

A conflict of interest is not necessarily a violation of the Code of Conduct. Failing to promptly disclose a conflict to the General Counsel or the CEO is a violation.

BUSINESS PARTNER RELATIONSHIPS

Our reputation can be enhanced or damaged by our business partners. For this reason, we work only with the business partners who adhere to our Values and Code of Conduct, and comply with all

applicable laws and regulations.

We hold our business partners in high regard and value our relationship. Our goal is to grow our business and help our business partners to grow and improve.

Our business partners are carefully selected based on their merits and the interests of our organization, uninfluenced by any other considerations. We conduct appropriate due diligence reviews on all of our business partners before selecting them and during our relationship. We assess risks before making our business decisions as well as react promptly to emerging risks.

We safeguard all confidential and proprietary information entrusted to us by our business partners, and will not disclose it to anyone except when required by law or with the information owner permission.

When you communicate with our business partners, including prospective ones, you are our ambassador. We expect that you avoid any interactions with our business partners that could harm our reputation and maintain the highest level of integrity in all circumstances.

Report promptly any issues or concerns regarding our business partners, including their potential violations of this Code and laws and regulations, to your manager or the General Counsel.

EXPORT AND IMPORT

We facilitate the movement of goods and services across national borders. This is a highly regulated area which requires our compliance with customs rules, export and import controls, economic sanctions (including embargoes and boycotts), and other laws and regulations in multiple countries.

We adhere to the following principles of international trade compliance:

• • We do not play games with customs
• • The export and import information we collect, use and provide to customs and other government agencies is always timely, accurate and complete, and includes correct information about the origin of the goods, their customs classification and valuation
• • We follow all internal policies and procedures related to the import and export of goods and services as well as the movement of money across national borders
• • We conduct appropriate due diligence reviews to ensure that we do not do business, directly or indirectly, with persons, entities or countries included on any sanctions or watch lists
• • We adhere to all import and export license requirements
• • We do not cooperate with any boycott or restrictive trade practices not authorized by the government

Report promptly to your manager or the General Counsel all transactions or issues indicating possible violations of any import or export laws and regulations, including those by our business partners.

WORKING WITH GOVERNMENT

We may work, directly or indirectly, with government/public organizations and state owned or controlled enterprises. This is a highly regulated environment posing additional risks (particularly of improper payments and relationships) and compliance challenges.

We comply with all applicable rules and regulations related to dealing with government, including government contracting, and:

• • Strictly follow all internal policies and procedures
• • Do not offer, promise, pay or authorize payment of anything of value to any government official or employee
• • Never initiate discussions, bidding on a government contract or transaction without an express written approval of the CEO
• • Comply with all contract terms and conditions, applicable laws and regulations

The term "public/government official" is very broad and includes persons holding legislative, administrative, judicial or military office in any country; a person exercising a public function for any country, government or governmental agency; board member, officer, director or employee of a state-owned or state-controlled enterprise; officer, employee or agent of a public international organization; or official of a political party. Public/government officials also include honorary government officials, candidates for a political office, some members of royal or ruling families, and tribal leaders.

In many countries, state owned or controlled enterprises may include such organizations as hospitals, public utilities, energy companies, schools and public universities, railroads, airlines, TV and radio stations. Their employees are also considered public/government officials.

FAIR COMPETITION

We compete fairly and win business ethically and legally. We comply with all applicable competition/antitrust laws in all countries where we do business. Violations of these laws may lead to significant penalties, including large fines and imprisonment, exclusion from contracts and reputational damage.

To comply with competition/antitrust laws, we:

• • Never enter into any agreement with competitors that deprives customers of the benefits of fair competition, such as dividing or allocating markets or territories, fixing or coordinating prices, etc.
• • Never use collusion, bid rigging or other unfair bidding practices
• • Never make inaccurate or disparaging remarks about competitors
• • Never discuss, provide, receive or exchange with our competitors any information concerning prices, bids, sales territories, terms or conditions of sale, production, market share, sales, marketing or development strategies, and similar information
• • Collect competitive intelligence about competitors ethically and lawfully
• • Never use or discuss confidential information from prior employers
• • Avoid situations which could create a perception of improper agreements with competitors

HEALTH, SAFETY, ENVIRONMENT

We comply with all health, safety and environmental laws that apply to our operations and activities, and promote safe and healthy working conditions. We develop and follow safe work practices and procedures, and provide training to ensure workplace safety and prevent injuries.

Health, safety and environment are everyone's responsibility. Be alert and promptly report workplace conditions and issues in our operations, and those of our business partners, that could endanger the health and safety of people or harm the environment, including:

• Unsafe or unhealthy working conditions, behavior, equipment, tools

• Deviations from written work practices, bypassing health and safety policies and procedures

• Performing work without or in violation of regulatory permits

• Inadequate security or emergency preparedness

• Violence or threatening behavior

• Unsafe driving

• Consuming alcohol, illegal drugs or other controlled substances on our property or that of our business partners

HUMAN RIGHTS

We uphold the internationally proclaimed human rights contained in the International Bill of Human Rights and other international instruments in all our relationships, and expect our business partners to do the same.

We respect all persons, communities and countries we deal with and operate in, and apply the same human rights standards to all people. This commitment includes:

• • Promoting respectful, non-discriminatory treatment and equal opportunities for all employees and business partners
• • Providing a safe and healthy workplace
• • Being watchful for signs of modern slavery, forced or compulsory labor, child labor, and human trafficking
• • Not tolerating discrimination, physical, mental, coercive, threatening, abusive, exploitative behavior, sexual or other harassment
• • Adhering to all applicable labor and employment laws and regulations everywhere we do business, including those related to fair wages and working hours

Violations of these standards will not be tolerated. Be watchful for the signs of human rights violations and report them promptly to your manager or the General Counsel.

SOCIAL RESPONSIBILITY

We are committed to social responsibility as embodied in the UN Global Compact and work with business partners who share this commitment.

Our goal is to help develop Small and Medium Sized Enterprises (SMEs) in all countries where we operate.

We strive to improve the communities in which we live and work through our involvement.

CONTROLS

Financial integrity and tax transparency are at the core of our business. We all are responsible for accurate record keeping and reporting, which are essential to meet our legal and regulatory obligations and appropriately manage our operations. Maintaining financial integrity also reflects positively on our reputation and credibility.

Our accounting practices, records, communications, and decision-making must be honest, complete, accurate, timely, understandable, and reasonably detailed, with appropriate receipts, orders, invoices or other support documents. We properly record all transactions and events.

Our accounting and reporting are consistent with generally accepted accounting principles, standards and regulations for accounting and financial reporting. 

We comply with all applicable laws and policies for the preservation and retention of documents and records.

We expect that you protect our physical, financial and intellectual property assets. Be watchful for signs of fraud, theft, embezzlement, waste, and misuse of the company assets. Some of the common red flags include:

• • Forgery of documents
• • Falsification or destruction of records
• • Transactions outside the common patterns, including unauthorized transactions
• • Bribery and kickbacks
• • Dishonest behavior

Report any actions or transactions which are done in violation of review and approval procedures, accounting or reporting violations, and any other concerns related to internal controls to your manager or the General Counsel.

PRIVACY, CONFIDENTIALITY AND DATA SECURITY

We collect and process personal and confidential information, including information entrusted to us by our employees and business partners. We respect and protect any personal data and confidential information provided to and collected by us, and act in compliance with all applicable privacy, confidentiality and information security laws and policies.

Personal information (also sometimes referred to as "Personally Identifiable Information" of "Personal Data") is any information relating to an identified or identifiable person. This includes, for example, name, address, email address, phone number, passport, national ID, employee ID, and financial account information.

Confidential Information (sometimes referred to as "Proprietary Information") is all nonpublic information (whether in paper or electronic form, or otherwise stored or recorded) relating to our business. This includes, for example, the details of our operations, organization and management; business plans and strategies; trade secrets; financial information and/or documents; nonpublic policies and procedures; the details of our relationships with business partners; nonpublic forms, contracts and other documents used in our business; our prospective and executed contracts and other business arrangements, etc. Confidential information can be written, spoken or electronic.

We collect and process personal and confidential information only for legitimate business purposes, and store it in a manner that reasonably prevents unauthorized access, unauthorized modification, misuse, accidental loss, disclosure, or destruction. We transfer personal information internationally in accordance with applicable laws.

We protect our IT system and devices, regularly test their security and continually monitor them for potential threats, vulnerabilities and breaches. We expect that you:

• Do your part to ensure that personal and confidential information does not fall into the hands of unauthorized persons

• In all circumstances act in compliance with applicable privacy laws as well as our privacy and other related policies

• Never disclose personal or confidential information about the company, its managers, fellow employees, and our business partners in any written or oral communication, including with your friends and family

• Access, use and share personal or confidential information only on a "need-to-know" basis and only with authorized persons

• Never bring to us or use any personal or confidential information from a third party, particularly from a former employer, without a prior approval from our General Counsel

• Never use or disclose personal or confidential information obtained or developed as a result of employment with us for personal gain either during employment or after termination of your employment

• Keep your electronic devices secure and use strong passwords which you never share with other persons

• Keep physical (hard) copies of documents secure

• Send and store private and confidential information in encrypted or otherwise protected form

• Know the signs of phishing and other attempts to improperly access or acquire information

Your duty to safeguard our private and confidential information extends beyond your employment or dealing with us.

When in doubt whether certain information is personal or confidential, consult your manager or the General Counsel.

Report promptly any signs of unauthorized access to personal or confidential information and data security breaches to your manager, the General Counsel or the IT office.

Unauthorized use or disclosure of private or confidential information may lead to disciplinary action up to and including termination of employment or business relationship, and legal action for damages.

INTELLECTUAL PROPERTY

Intellectual property (IP) includes patents, copyrights, trademarks, trade secrets, know-how, and designs.

IP is a valuable business asset and part of our competitive advantage. We protect and enforce our IP rights and respect the IP rights that belong to others.

Our IP should not be disclosed or transferred to others without the express written consent of our General Counsel and the CEO.

IP created by our employees is owned by us as a condition of employment, including after leaving the employment of the company. We expect that you:

• Safeguard our IP at all times

• Use IP rights that belong to others only in accordance with applicable laws and agreements

• Never bring, access or download programs, source codes, documents, etc., from the internet or third parties, including former employers, without first getting authorization from our General Counsel and the IT department

• Do not take with you, access, provide access to, or use any of our IP after leaving our employment or discontinuing our business relationship.

Unauthorized use or disclosure of our intellectual property may lead to disciplinary action up to and including termination of employment or business relationship and legal action for damages.

COMPLIANCE RESOURCES

We encourage you to speak up.

You can ask questions about compliance with this Code, how to handle a specific situation as well as report possible violations to your manager or the General Counsel at legal@globaltransact.com.

We will not tolerate any type of retaliation against anyone who makes a good faith report of a known or suspected violation even if allegations turn out to be unproven. Every report will be promptly and thoroughly investigated. You may remain anonymous when making a report. We will protect your confidentiality to the extent allowed by law. The same principles apply to reports made by our business partners.

Approved by the Board of Directors on October 9, 2020

Reviewed and modified by the Board of Directors on April 15, 2022 and August 1, 2022