Code of Ethics and Business Conduct

This Code of Ethics and Business Conduct applies to Frutura and all their subsidiaries, from now on, collectively referred to as the “Frutura Platform.” Frutura is committed to the highest standards of socially responsible practices. Every Frutura Platform member must act with integrity and transparency and provide safe and fair working conditions.

We are responsible for knowing and adhering to the values and standards outlined in this Code and for raising questions if we are uncertain about company policy. If we are concerned about whether the criteria are being met or are aware of violations of the Code, we must contact Human Resources. Frutura takes seriously the standards outlined in the Code, and violations are cause for disciplinary action up to and including termination of employment.

BUILD TRUST AND CREDIBILITY

The success of our business is dependent on the trust and confidence we earn from our employees, customers, and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity, and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions; we walk the talk.

When considering any action, it is wise to ask:

Will this build trust and credibility for Frutura?
Will it help create a working environment where Frutura can succeed long-term?
Is the commitment I am making one I can follow through with?
Does what I am doing comply with the Frutura values, Code of Conduct, and company policies?
Would I feel comfortable describing my decision at a staff meeting?
Am I being loyal to my family, my Company, and myself?
Would I be pleased if the actions I’m about to embark on would be on the local/national news?
Is this the right thing to do?

We will only maximize trust and build credibility by answering “yes” to those questions and working daily to build our trust and credibility.

UPHOLD THE LAW

Frutura’s commitment to integrity begins with complying with laws, rules, and regulations where we do business. Further, each of us must understand the company policies, laws, rules, and regulations that apply to our specific roles; if we are unsure of whether a contemplated action is permitted by law or Frutura policy, we should seek advice from the resource expert. We are responsible for preventing violations of the law and for speaking up if we see possible violations.

RESPECT FOR THE INDIVIDUAL

We at Frutura believe that we all deserve to work in an environment where we are treated with dignity and respect that brings out our full potential. Frutura is committed to respecting and protecting the human rights, safety, and dignity of the people who contribute to the success of our business. We seek to operate responsibly and contribute positively to the community; it is of utmost importance that all our dealings are legal, moral, and ethical.

All Frutura employees are also expected to support an inclusive workplace by adhering to the following conduct standards:

Treat others with dignity and respect always.
Address and report inappropriate behavior and comments that are discriminatory, harassing, abusive, offensive, or unwelcome.
Foster teamwork and employee participation, encouraging the representation of different employee perspectives.
Seek out insights from employees with different experiences, perspectives, and backgrounds.
Avoid slang or idioms that might not translate across cultures.
Support employees with different needs or abilities.
Confront the decisions or behaviors of others, which may result from conscious or unconscious biases.
Be open-minded and listen when given constructive feedback regarding others’ perceptions of your conduct.

Frutura will not tolerate discrimination, harassment, or any behavior or language that is abusive, offensive, or unwelcome.

Frutura is committed to providing a workplace for its diverse employee population that is inclusive and free of discrimination of all types and from abusive, offensive, or harassing behavior. Employees who feel harassed or discriminated against should report the incident to their manager or Human Resources.

HUMAN RIGHTS AND LABOR STANDARDS

Frutura recognizes the inherent dignity and equal rights of all individuals. We are committed to upholding and respecting human rights in all aspects of our business operations.

This policy outlines our commitment to conducting business responsibly and ethically, promoting a culture of respect, and contributing positively to the communities in which we operate and sets out the standards that we expect all our Suppliers and Suppliers’ Partners to comply with when producing and supplying products or labor for Frutura no matter where they operate in the world. Frutura commits to complying with all applicable laws and regulations, including, but not limited to, employment, labor, environmental, safety (i.e., product safety), anti-bribery, anti-corruption, and trade laws and regulations across our platform.

EMPLOYMENT IS FREELY CHOSEN (EMPLOYMENT AT WILL)

All Employees shall work on a voluntary basis and not be subject to any physical, mental, or sexual exploitation, such as forced, bonded, and indentured labor. Employees shall not be subject to any forms of coercion, fraud, deception, or giving up control of their person to another for the purpose of such exploitation. Supplier and their Partners shall not support or engage in slavery or human trafficking in any part of its supply chain. Employees shall maintain possession or have control of personal identity and travel documents. Employees’ freedom of movement shall not be restricted; nor shall Employees be prevented from terminating employment.

Wage Deductions - Wages shall not be withheld, except as mandated and/or as permissible by law.

Employment Agencies - Members of the Frutura platform, Supplier and Suppliers’ partners shall only use employment agencies that are permitted by law to operate and shall ensure that recruitment of employees, whether directly or indirectly, follows the code, applicable laws, and regulations. To the extent prohibited by law, Employees shall not pay any fees or related costs incurred for the purpose of being hired or as a condition of employment.

FREEDOM OF ASSOCIATION

Employees shall have the right to freedom of association and not face unlawful retaliation, harassment, or intimidation for exercising these rights as defined by the National Labor Relations Act (NLRA) or other applicable legislation.

WORKING CONDITIONS ARE SAFE AND HYGIENIC

Frutura is committed to complying with all applicable safety and health laws and guidelines. Frutura is responsible for identifying, assessing, and mitigating health and safety hazards and security concerns. Additionally, at the start of employment and at appropriate intervals, Frutura will conduct health and safety training and communicate health and safety information in local languages. Employees should be provided with ready access to clean toilet facilities, potable water, and sanitary food preparation, storage, and eating facilities.

CHILD LABOR AND YOUNG WORKERS

In alignment with applicable law, all employees shall be of at least legal age established by local law. If the local law does not set a minimum age, Employees must be at least sixteen (16) years old. Official and verifiable documentation of each Employee’s date of birth, or a legally recognizable means of confirming each Employee’s age, shall be maintained.

Employees under the age of eighteen (18) shall not perform nor engage in any hazardous work or work that interferes with their education, or jeopardizes their health, safety, spiritual development, moral development, or social development, and legal restrictions on working hours for employees under the age of eighteen (18) must be respected.

CLEAR AND FAIR TERMS OF EMPLOYMENT

All employees shall be provided with clear, written information about their employment terms and conditions via a contract or written job offer. The contract/job offer must be in a language understood by the employee prior to any document signing. In the cases of foreign workers, the employment terms and conditions shall be provided prior to leaving their home country.

WAGES AND BENEFITS

Employees shall be paid at least the legal minimum and overtime wages for hours worked and provide all legally mandated benefits. Wages shall be paid via legally required schedule and manner (i.e., following the method and timing of payment and documentation requirements such as itemized wage statements required in the jurisdiction). Accurate payroll and production records shall be maintained.

REGULAR WORKING HOURS AND OVERTIME HOURS

Employees shall not be mandated to work hours or complete production quotas that result in a violation of legal working-hour requirements. Working hours must comply with national local laws and industry standards. Overtime hours must be voluntary and in line with local laws. Exceptions to this requirement must follow the law and must only be due to exceptional circumstances, such as in the event of an emergency or work that is highly seasonal and/or unpredictable in nature. Additionally, employees shall be informed about overtime obligations and policies.

At least one day off in a seven-day workweek shall be provided – 4 days off per calendar month. Off-clock work or work taken home, except when the Facility has official work-from-home practices approved by the appropriate authority, shall not be allowed.

NON-DISCRIMINATION

Frutura, its suppliers and suppliers’ partners must not tolerate any form of harassment or discrimination based on any characteristic protected by applicable law.

NO HARSH OR INHUMANE TREATMENT

Any behavior, communication, or other conduct that creates an intimidating, offensive, abusive, or hostile work environment, or that otherwise interferes with any worker’s ability to perform his or her job, is unacceptable. All workers will be treated with respect and dignity. Frutura, its suppliers and suppliers’ partners must not allow physical or mental punishment or abuse of any team members.

DIVERSITY, EQUITY, INCLUSION, AND ACCESSIBILITY

At Frutura, our commitment to fostering diversity is unwavering. We strive toward a diverse, equitable, inclusive, and accessible workplace where all employees feel valued and respected, whatever their gender, gender identity or expression, race, ethnicity, national origin, age, sexual orientation, socio-economic status, religion, education, or disability.

Equity is paramount to our approach, as we actively address systematic barriers and ensure fair treatment, access, and opportunities for all, creating an inclusive environment for everyone. Inclusion involves leveraging our differences to create a fair, welcoming, respectful, and dynamic workplace culture. By championing inclusion, we can unlock the full potential of our workforce and foster a culture of collaboration, innovation, and success for all.

Accessibility for disabilities is a fundamental aspect of our diversity and inclusion efforts. We are dedicated to removing physical, technological, and attitudinal barriers that may prevent individuals with disabilities from fully participating in our workplace. This includes providing reasonable accommodations and ensuring that our facilities, technologies, and communication channels are accessible to everyone.

At Frutura, we are dedicated to creating an environment where every individual can thrive and contribute their unique talents and perspectives.

A CULTURE OF OPEN AND HONEST COMMUNICATION

At Frutura, everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Frutura will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the Company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethical concerns in good faith.

Employees are encouraged, in the first instance, to address such issues with their managers or the Human Resources manager, as most problems can be resolved swiftly. If, for any reason, that is not possible or if an employee is not comfortable raising the issue with his or her manager or Human Resources; Futura’s EVP of Human Capital does operate with an open-door policy, alternatively concerns maybe reported confidentially at Futura’s Confidential Hotline:

Web Intake Site: frutura.ethicspoint.com

Mobile Intake Site: fruturamobile.ethicspoint.com or

Toll-free hotline number: 1-844-787-0210 (United States)

GLOBAL TRADE

FAIR AND HONEST DEALINGS

At Frutura, we conduct ourselves with integrity and fairness in all our dealings. We believe in fair and honest dealing with our customers, suppliers, competitors, employees, regulators, and all other stakeholders. We do not engage in dishonesty or unfair business practices and ensure that our produce is distributed with pride. When marketing our products and services, we accurately and transparently describe them to our customers.

ANTI-BRIBERY AND ANTI-CORRUPTION

Frutura is committed to conducting its business in compliance with all laws prohibiting bribery and other corrupt practices. Frutura business operations around the world must comply not only with local anti-corruption laws but also with laws that apply to Frutura business activities around the world, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act. Violations or suspect violations must be reported immediately so they can be addressed.

The FCPA contains both anti-bribery and accounting provisions.

Anti-bribery provisions: FCPA prohibits corruptly giving, promising, or offering anything of value to a foreign government official, political party, or party official.

A ‘bribe’ is any offer to give, promise to give, or authorization to give anything of “value” for the purpose of obtaining or retaining business or gaining a business advantage.
Something of “value” includes not only money, but also non-monetary provisions, such as gifts, travel, entertainment, goods or services, loans, charitable contributions, political donations, or business or employment opportunities.

Accounting provisions: FCPA requires “issuers” to maintain accurate “books and records” and reasonably effective internal accounting controls.

The U.K. Bribery Act’s prohibitions on bribery also cover bribes offered to private businesspeople.

Our rule is clear: Don’t bribe anybody, anytime, for any reason.

This policy applies to activities undertaken by Frutura employees, Suppliers, and by third parties on behalf of Frutura. Frutura could be held liable for payments made by third parties on behalf of Frutura, even if Frutura did not know of the corrupt payment. Therefore, it is imperative that we remain vigilant and watch out for red flags, such as:

Requests to be reimbursed in cash, cash-equivalent and/or asks to use a different bank account to pay/receive payment.
Offers a shorter timeline for completion of a program or activity if a “gift” is provided.
Appears to lack the necessary qualifications, competencies, or credentials necessary.
Acts in a way that is suspect – don’t trust blindly, ask questions, and use good judgement.

As noted above, violations of the Code must be brought to the Frutura’s attention and may lead to disciplinary action, including separation/contract termination.

ANTI-MONEY LAUNDERING

Frutura employees are prohibited from engaging in or facilitating transactions anywhere in the world that involve funds that were derived from illegal activities and expect the same from our Suppliers and their employees. Frutura and its Suppliers must comply with all applicable anti-money laundering laws, rules, and regulations of the U.S. and all other countries where we do business. Therefore, all payments and transactions with customers, vendors, Suppliers, agents, and affiliates will be scrutinized. We will not accept any funds or make any payments that appear to be derived from illegal activities.

SANCTIONS

Most countries impose restrictions on the movement of products, services, and information across borders. As part of our commitment to maintaining the highest standards of legal and ethical conduct, all platform members, officers, and directors must comply with all applicable laws and regulations governing the export, re-export, import, or other transfer of goods, services, and technology. This includes compliance with all applicable economic and trade sanctions, anti-boycott laws, relevant licensing requirements, and any other trade-related laws and regulations.

We expect all platform members, officers, and directors to be vigilant in global business dealings to ensure that there is no direct or indirect engagement with individuals, entities, or regions sanctioned by U.S. authorities or other applicable governments. Specifically, suppliers must not provide the Frutura Platform with products or services sourced from any country, person, or entity (1) that appears on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or (2) that is otherwise subject to OFAC or other relevant trade or economic sanctions. It must be emphasized that dealing with Specially Designated Nationals and Blocked Persons (SDNs) is strictly prohibited for all U.S. persons, including members of the Frutura Platform, regardless of their location. Considering the strict-liability nature of OFAC's civil enforcement authority, all members of our platform, subsidiaries, officers, directors, employees, or third parties acting on our behalf can be held accountable for any violations of sanctions laws, irrespective of intent or fault. Should you have any questions or need clarification, please don't hesitate to reach out to Frutura’s CEO, David Krause.

COMPLIANCE WITH SUPPLY CHAIN LAWS

As our products move through the supply chain, we are committed to adhering to all relevant laws and regulations governing the production, export, import, distribution, purchase, or sale of agricultural products. This includes compliance with regulations such as the Perishable Agricultural Commodities Act (PACA), Customs Partnership Against Terrorism (CT-PAT), and Food Safety Modernization Act (FSMA) in the U.S.

FOOD SAFETY

Food safety is of paramount importance to our customers, the communities we serve, and the Company. We diligently monitor compliance with our food safety program and policies to ensure that we consistently deliver food that is wholesome and safe to eat.

FOOD SECURITY

In addition to food safety, food security is also critically important. We rigorously monitor our product supply chain to guarantee that the products we market are handled securely from receipt to delivery to our customers.

THE ENVIRONMENT

At Frutura, we are unwavering in our commitment to environmental compliance. We prioritize adherence to environmental laws and regulations while actively seeking to minimize the ecological footprint of our operations. Each member of our team is accountable for understanding and upholding the environmental responsibilities inherent to their roles, ensuring that our business activities align with both applicable laws and Company policies.

Across all locations, we consistently implement practical measures to prioritize health, safety, and environmental protection. We recognize the imperative of safeguarding the environment for current and future generations. Therefore, we are dedicated to upholding the highest standards of environmental stewardship in every aspect of our operations.

WHISTLEBLOWER POLICY

A whistleblower, as defined by this policy, is an employee of Frutura who reports an activity that the employee in good faith considers to be illegal or dishonest to one or more of the parties specified in this policy. The whistleblower is not responsible for investigating the activity or for determining fault or corrective measures; appropriate management officials are charged with these responsibilities.

Examples of illegal or dishonest activities are violations of federal, state, or local laws; billing for services not performed or for goods not delivered; and other fraudulent financial reporting.

If an employee has knowledge of or a concern of illegal or dishonest fraudulent activity, the Employee is to contact his/her immediate supervisor or the Human Resources. The Employee must exercise sound judgment to avoid baseless allegations. An employee who intentionally files a false report of wrongdoing will be subject to discipline up to and including termination.

Whistleblower protections are provided in two important areas: confidentiality and against retaliation. Insofar as possible, the confidentiality of the whistleblower will be maintained. However, identity may have to be disclosed to conduct a thorough investigation, to comply with the law, and to provide accused individuals their legal rights of defense. Frutura will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, poor work assignments, and threats of physical harm. Any whistleblower who believes they are being retaliated against must contact the Human Resources immediately. The right of a whistleblower for protection against retaliation does not include immunity for any personal wrongdoing that is alleged and investigated.

All reports of illegal and dishonest activities will be promptly submitted investigated, and appropriate corrective action implemented accordingly.

Employees with any questions regarding this policy should contact the director of Human Resources.

SET THE TONE AT THE TOP

Management has the added responsibility of demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Ultimately, our actions are what matters.

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers should not consider employees’ ethics concerns as threats or challenges to their authority but rather as another encouraged form of business communication.

CONFIDENTIAL AND PROPRIETARY INFORMATION

Integral to Frutura ‘s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers, and other business partners. 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 suppliers and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

AVOID CONFLICTS OF INTEREST

CONFLICTS OF INTEREST

We must avoid any relationship or activity that might impair or even appear to impair, our ability to make objective and fair decisions when performing our jobs.

Explicitly prohibited are bribes in any form, including kickbacks or gifts, on any portion of contract payments or soft dollar practices. Furthermore, we prohibit the use of Company funds for direct or indirect political contributions, sponsorships, or in-kind donations.

Here are some other ways in which conflicts of interest could arise:

Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier, or contractor, regardless of the nature of the employment, while you are employed with Frutura.
Hiring or supervising family members or closely related persons.
Accepting gifts, discounts, favors, or services from a customer/potential customer, competitor, or supplier, unless equally available to all Frutura employees.

Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict-of-interest question should seek advice from management. Before engaging in any activity, transaction, or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the HR department.

GIFTS, GRATUITIES, AND BUSINESS COURTESIES

Frutura is committed to competing solely on the merits of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by Frutura was sought, received, or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment, or other benefits from persons or companies with whom Frutura does or may do business. We will neither give nor accept business courtesies that constitute or could reasonably be perceived as constituting unfair business inducements that would violate the law, regulation, or policies of Frutura or customers or would cause embarrassment or reflect negatively on Frutura‘s reputation.

ACCEPTING BUSINESS COURTESIES

Most business courtesies offered to us in the course of our employment are offered because of our positions at Frutura. We should not feel any entitlement to accept and keep a business courtesy.

Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business, or who participate in the negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the Company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Frutura is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Frutura business.

Gifts: Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:

Flowers, fruit baskets, and other modest presents that commemorate a special occasion.
Gifts of nominal value, such as calendars, pens, mugs, caps, and t-shirts (or other novelty, advertising, or promotional items).

Generally, employees may not accept compensation, honoraria, or money of any amount from entities with whom Frutura does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than $100 (USD) may not be accepted unless approval is obtained from management.

Employees with questions about accepting business courtesies should talk to their managers or the HR department.

FRATERNIZATION

Your relationship with another employee (including sexual or romantic relationships, family relationships, close friendships, roommates, or similar relationships, whether one of you is a supervisor or manager of the other) must not disrupt Company operations or violate our policies against discrimination or harassment contained in the employee handbook.

For the protection of the employee and the Company; and to avoid any potential conflict of interest; the following are examples of prohibited conduct between employees in a direct or indirect reporting relationship: dating or asking to date, making sexual overtures towards/accepting sexual overtures from, establishing or attempting to establish a romantic or sexual relationship with any employee working under your direct or indirect supervision or management is prohibited, and close friendships resulting in favoritism. If you are involved in or become aware of any conduct that is the same or similar to the above examples, it must be immediately disclosed to Human Resources. Moreover, if there’s a possibility of the relationship to go beyond an employee/subordinate relationship with anyone under your span of control, this must be immediately disclosed to Human Resources. Thereafter, if applicable, the Company will review and discuss options with you to eliminate or otherwise address the potential conflict.

CORPORATE RECORDKEEPING

We create, retain, and dispose of our company records as part of our normal course of business in compliance with all Frutura policies and guidelines, as well as all regulatory and legal requirements.

All corporate records must be true, accurate, and complete, and company data must be promptly and accurately entered into our books in accordance with Frutura‘s and other applicable accounting principles. Records/documents include, but are not limited to, licenses, permits, certifications, policies and procedures, and Employee and Facility records.

We must not improperly influence, manipulate, or mislead any unauthorized audit nor interfere with any auditor engaged to perform an internal independent audit of Frutura books, records, processes, or internal controls.

PROMOTE SUBSTANCE OVER FORM

At times, we are all faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away.

At Frutura, we must have the courage to tackle tough decisions and make difficult choices, secure in the knowledge that Frutura is committed to doing the right thing. At times, this will mean doing more than simply what the law requires. Merely because we can pursue a course of action does not mean we should do so.

Although Frutura’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.

USE OF COMPANY RESOURCES

Company resources, including time, material, equipment, and information, are provided for company business use. Nonetheless, occasional personal use is permissible if it does not affect job performance or cause a disruption to the workplace.

Employees and those who represent Frutura are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

Generally, we will not use company equipment such as computers, copiers, and fax machines in the conduct of an outside business or in support of any religious, political, or other outside daily activity, except for company-requested support to nonprofit organizations. We will not solicit contributions nor distribute non-work-related materials during working time. “Working time” is the time employees are expected to be working and does not include rest, meal, or other authorized breaks.

To protect the interests of the Frutura network and our fellow employees, Frutura reserves the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet, or Frutura ‘s intranet. We will not tolerate 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. Questions about the proper use of company resources should be directed to your manager.

MEDIA INQUIRIES

Frutura is a high-profile company in our community, and from time to time, employees may be approached by reporters and other members of the media. To ensure that we speak with one voice and provide accurate information about the Company, we should direct all media inquiries to Frutura’s CEO, David Krause. No one may issue a press release without first consulting with Frutura’s CEO.

MONITORING ETHICS & CORRUPTION

GOVERNANCE BODY

Frutura is committed to upholding the highest standards of ethics and integrity, which is reflected in our governance structure. As part of our monitoring of ethics and corruption, Frutura has established an Audit Committee tasked with oversight responsibilities. This includes fraud prevention, investigation of allegations or violations of the Code of Ethics and conducting an internal audit annually.

The committee's membership includes key individuals.

EVP of Human Capital
President
VP of Sustainability
Alternate – CFO

At least annually, the Audit Committee will provide a comprehensive report and recommendations based on its findings.

Employees are strongly encouraged to address such issues initially with their managers or the Human Resources manager, as most problems can be resolved swiftly at this level. However, if for any reason this is not feasible or if an employee is uncomfortable raising the issue with their manager or Human Resources. Frutura has implemented an Ethics Hotline managed by NAVEX, an independent third party. The hotline provides employees, stakeholders, and other concerned parties with a confidential and secure channel to report any unethical behavior or concerns.

Web Intake Site: frutura.ethicspoint.com

Mobile Intake Site: fruturamobile.ethicspoint.com or

Toll-free hotline number: 1-844-787-0210 (United States)

The Audit Committee will work in conjunction with NAVEX, the independent third party managing the Ethics Hotline to ensure thorough investigation on all reported instances of questionable or unethical behavior. Upon investigation, if improper behavior is found to have occurred, appropriate action will be taken in accordance with our policies and procedures. We unequivocally prohibit retaliation against employees who raise genuine ethical concerns in good faith.

Through these measures, we aim to foster a culture of openness, accountability, and integrity, where all employees feel empowered to speak up about ethical concerns without fear of reprisal.

INSTRUCTION ON CODE OF ETHICS

At least annually, all employees and the Leadership team will be instructed on the behavioral expectations based on our Code of Ethics and Business Conduct, as well as how to report, confidentially if they wish to do so, any concerns regarding possible violations of our Code of Ethics. New members of the team will be instructed on the Code as part of the onboarding process.

Code of Ethics and Business Conduct

TABLE OF CONTENTS

FRUTURA'S DNA

MISSION

VALUES

CODE OF ETHICS AND BUSINESS CONDUCT

FRUTURA’S DNA

MISSION

VALUES