WasteTrade Group

Code of Conduct

One standard for everyone who works for, trades with, or represents WasteTrade

Version 1.1 - July 2026 · Issue date July 2026 · Owner: Board of Directors, Waste Trade Holdings Limited

Applies to all adopting entities listed in Schedule 1, their personnel, and all Members, Distributors, Brokers, Agents, Suppliers and Partners as defined in Section 2

Status note. This Code is issued as a working-framework document, consistent with the approach adopted for the Platform Terms and Conditions v2.7. Clause references in italics identify the contractual provisions with which each standard is aligned.

1. Purpose and status of this Code

WasteTrade operates a global marketplace for recycled and waste materials across three contracting entities and a wider group of affiliated businesses. The materials we trade are regulated at every stage - classification, shipment, payment, and end use - and our commercial model depends on counterparties trusting the integrity of the platform, the documents we issue, and the people who represent us.

This Code sets a single standard of conduct for everyone connected to the Group. It does not create new contractual obligations and it does not vary any contract. Where you have signed the Platform Terms and Conditions, an NDA, a Letter of Intent, a Distributor Agreement, a Supply Agreement or an employment contract, that document governs, and in the event of any conflict the signed document prevails over this Code. What this Code does is state, in one place, the behaviours those documents assume - so that no one who works for, trades with, or represents WasteTrade can say they did not know what was expected.

No individual other than a director of the relevant contracting entity has authority to waive, vary or grant exceptions to this Code, in the same way that no account manager, sales representative or BDO has authority to vary the Terms and Conditions or bind a contracting entity (T&Cs cl. 4.4). This Code and the contracts it aligns with are governed by the laws of England and Wales, subject only to the mandatory local-law carve-outs stated in the relevant contract (T&Cs cl. 19.1-19.2).

2. Who this Code applies to

This Code applies to four audiences. The standards in Sections 3 to 14 apply to all of them; the enforcement route differs by audience and is set out in the Annexes.

Personnel - directors, employees, contractors, consultants and interns of every adopting entity in Schedule 1, wherever located, including regional managers, BDOs and BDMs operating remotely.

Members and Users - every person or entity registered on or transacting through the Platform, including Buyers, Sellers and their authorised representatives, as defined in the Terms and Conditions (T&Cs cl. 1.1 "User").

Brokers, Distributors and Agents - any User acting in an intermediary capacity (T&Cs cl. 1.1 "Broker", cl. 10), and any distributor or agent appointed under a Distributor Agreement or equivalent Definitive Agreement.

Suppliers and Partners - suppliers under purchase-side arrangements, logistics and processing partners, and any counterparty under an NDA or LOI exploring a commercial relationship with the Group.

Where this Code says "you", it means whichever of these you are. Where it says "WasteTrade" or "the Group", it means the adopting entities in Schedule 1 collectively, and where the context requires, the specific contracting entity party to the relevant transaction.

3. Our principles

Five principles sit behind every rule in this Code:

Tell the truth about the material. Every description, code, photograph, weight and certificate must reflect what is actually in the bale, the bag or the container.

Trade inside the law. Waste shipment, sanctions, anti-bribery and data protection law are conditions of doing business with us, not obstacles to route around.

Protect what is confidential. Platform data, member identities, pricing and commercial terms are trade secrets of the Group and of our counterparties.

Deal through the platform, not around it. Relationships introduced by WasteTrade are executed via WasteTrade.

Declare, don't conceal. Conflicts of interest, side arrangements, permit problems and mistakes are disclosed early, in writing, to the right person.

4. Integrity in trading and material representation

4.1 Accurate descriptions and classifications

Whoever creates a listing, offer, quotation or specification is responsible for its accuracy. Material descriptions, classification codes (LoW / EWC / HS / Basel), specifications, quantities, photographs, certifications and country of origin must be true, complete and current (T&Cs cl. 5.1, 4.2(a)). In LOIs and Definitive Agreements, every waste grade must carry its correct EWC and Basel classification before the document is issued - classification determines the shipment procedure and must never be left blank (WT-LOI-S/P §2).

4.2 Authentic evidence

Photographs, weighbridge tickets, analytical certificates and similar evidence must be authentic, contemporaneous and representative of the material offered. Falsification, doctoring, selective sampling or misrepresentation of evidence is a fundamental breach (T&Cs cl. 5.3) and, for Personnel, gross misconduct.

4.3 True origin

Where the loading country differs from the true country of origin of the material, that divergence must be disclosed in writing, in advance, without exception - regardless of whether you believe it matters (T&Cs cl. 7.8). No one may route, tranship, repackage, relabel or reflag material to obscure its origin, and no material may be used to obtain subsidies, EPR rebates, recycled-content credits, preferential customs treatment or to circumvent an export restriction to which it is not lawfully entitled (T&Cs cl. 7.9). Origin fraud carries an uncapped Group-wide indemnity and immediate Group-wide account suspension (T&Cs cl. 7.11-7.12).

4.4 Food-contact discipline

Never describe, list, quote or market material as food-grade, food-contact, bottle-to-bottle or any equivalent term unless the seller's warranties on source stream, contamination and traceability can genuinely be met and evidenced on request (T&Cs cl. 7.14). Buyers of food-contact material are solely responsible for verifying it against their own authorisation scope; nothing WasteTrade or its Personnel says constitutes certification of food-contact suitability, and Personnel must never imply otherwise (T&Cs cl. 7.15-7.16). Breach carries an uncapped Group-wide indemnity (T&Cs cl. 7.17).

4.5 Honest gaps

An incomplete listing must be visibly incomplete - fields genuinely unknown are marked as such, never padded with plausible guesses. Buyers proceeding on incomplete information do so at their own risk, and that allocation only works if gaps are honest (T&Cs cl. 4.8).

5. Compliance with waste and shipment law

Everyone bound by this Code complies with all Applicable Law in every transaction, including the Basel Convention, Regulation (EC) No 1013/2006 and Regulation (EU) 2024/1157 - including the Prior Informed Consent procedure in force from 21 May 2026 and the prohibition on exports of certain plastic waste streams from the EU to non-OECD countries effective from 21 November 2026 - together with the UK transfrontier shipment regime and the Ghanaian and Romanian environmental and customs regimes (T&Cs cl. 7.1; WT-LOI-S/P §5.2).

Permits current, always. Hold every permit, licence, registration and authorisation your role in the transaction requires, and notify WasteTrade in writing within seven days of any suspension, variation, revocation, expiry or material change (T&Cs cl. 3.7(d), 7.6).

Right procedure per movement. Identify the notifier / person who arranges the shipment for every movement, and complete notification-and-consent or Article 18 / Annex VII requirements through the mandatory digital procedures (DIWASS) for EU-origin movements (WT-LOI-S/P §5.2).

No shipment without a lawful route. No one commits to or executes a movement for which no lawful export route exists at the time of shipment (WT-LOI-S/P §5.2).

Records kept. Transaction records, correspondence, documents, evidence of recovery and weighbridge data are retained for a minimum of seven years and produced to WasteTrade, regulators and auditors on reasonable request (T&Cs cl. 7.7).

Regulatory contact disclosed. Any regulatory inspection, enquiry or enforcement action touching a transaction is notified to WasteTrade promptly (T&Cs cl. 7.6).

6. Sanctions, anti-money laundering and financial crime

No one bound by this Code deals, directly or indirectly, with any person or entity that is sanctioned by the UN, EU, UK, US or any other jurisdiction in which the Group operates, or that is located in a comprehensively sanctioned territory (T&Cs cl. 12.1; NDA cl. 15.2). KYC and sanctions screening must be completed and formally cleared before any Definitive Agreement is executed (WT-LOI-S/P §5.3), and every counterparty must provide KYC, KYB and source-of-funds information promptly when requested (T&Cs cl. 12.4).

Personnel must never proceed with, or pressure others to proceed with, a transaction on which screening is incomplete or has raised unresolved flags. WasteTrade may suspend, cancel, freeze or redirect any transaction where it perceives sanctions, money-laundering, terrorist-financing, fraud or bribery risk, and no commercial target justifies overriding that control.

7. Anti-bribery and corruption

The Group operates a zero-tolerance position on bribery and corruption in all 186 countries in which it does business, in line with the UK Bribery Act 2010 and equivalent laws (WT-LOI-S/P §5.3). No one bound by this Code may offer, promise, give, request or accept a bribe, kickback, facilitation payment or anything of value intended to improperly influence a decision - including payments to customs officers, port officials, inspectors or agents to expedite or overlook anything.

Gifts and hospitality that are modest, infrequent, transparent and given without expectation of return are acceptable. Anything beyond that - and anything at all during a live negotiation, tender, inspection or dispute - must be declared to a director before it is given or accepted.

Third parties (agents, brokers, fixers, clearing agents) must never be used to do indirectly what this Section prohibits directly. Commissions and fees to intermediaries must be documented, proportionate to genuine services, and paid to the contracting party in its country of operation.

8. Confidentiality and information handling

Platform data, member identities, user details, pricing, bids, transaction histories, project structures, volumes, specifications and commercial terms are confidential and constitute trade secrets of the Group (T&Cs cl. 17.2; NDA cl. 1.1.4). Counterparty information received in connection with a transaction is equally protected. Everyone bound by this Code:

uses confidential information only for the purpose for which it was disclosed, and discloses it only to those who need it for that purpose and are bound to protect it (NDA cl. 2.1-2.2);

maintains adequate security over confidential information and does not copy or record it beyond what the purpose strictly requires (NDA cl. 2.1.3, 2.4);

makes no public announcement about a relationship, negotiation or transaction without prior written consent (NDA cl. 2.5);

returns or destroys confidential material on request and on exit, and certifies having done so (NDA cl. 3.1) - for Personnel this includes all platform, Salesforce and counterparty data on leaving the business; and

understands that confidentiality never shields wrongdoing: WasteTrade may disclose information to regulators, customs, law enforcement, banks and insurers where it reasonably considers conduct may breach Applicable Law (T&Cs cl. 7.13; NDA cl. 2.3).

9. Non-circumvention and platform integrity

WasteTrade's business is the introduction. Taking the introduction and cutting out the platform is the single most damaging breach a counterparty or employee can commit, and the contracts treat it accordingly:

No off-platform dealing. No User may circumvent the Platform to deal directly with a counterparty first introduced through it. An off-platform transaction entered into within 24 months of the introduction attracts an introduction fee of 10% of gross transaction value, recoverable as a debt, surviving account termination (T&Cs cl. 16.5(c), 16.6).

No bypass under NDA or Distributor Agreement. NDA counterparties may not circumvent or bypass WasteTrade in relation to any project, opportunity, user or relationship introduced through the platform, during the NDA term and for 24 months after (NDA cl. 2.7); all projects involving platform members are coordinated and executed via WasteTrade (NDA cl. 2.8). Distributors are bound by the same 24-month restriction on soliciting, transacting with or inducing away any counterparty introduced by WasteTrade (DA Art. 2.4), with WasteTrade's lost margin on circumvented transactions recoverable in full (DA Art. 15.3).

No poaching. Counterparties may not solicit, engage or route business through current WasteTrade personnel - or former personnel within 12 months of departure - otherwise than on behalf of WasteTrade (NDA cl. 2.9).

No scraping, no clones. No one may scrape, harvest, copy or reverse-engineer the Platform, use its data to build a competing product, or share account credentials (T&Cs cl. 16.5). Brokers may not cross-reference, export or onward-disclose platform data or introduce platform buyers and sellers to one another off-platform (T&Cs cl. 10.3).

For Personnel the same principle applies internally: introductions, leads and accounts belong to the Group, not the individual. Diverting a platform opportunity to yourself, a related party or an outside venture - during employment or after it using Group information - is treated as gross misconduct and pursued civilly, including for disgorgement of profits (T&Cs cl. 10.4 by analogy).

10. Conflicts of interest and side arrangements

A conflict of interest is any situation in which your personal, financial or family interest could influence - or could reasonably appear to influence - a decision you make or influence on behalf of, or in dealings with, WasteTrade.

Personnel must declare in writing to a director, before acting: any interest in a counterparty, supplier, haulier or competitor; any commission, fee, payment or benefit offered by a third party in connection with Group business; any side arrangement with a member, supplier or distributor; and any close personal relationship with a counterparty decision-maker. Undisclosed commissions and undeclared side arrangements are gross misconduct.

Brokers and intermediaries must disclose, before any transaction: the identity and beneficial ownership of their principal, the source or end-user of the material, the licences relied upon, any conflict of interest including dealings with competing parties, and any commission or finder's fee creating a conflict with the duty owed to their principal (T&Cs cl. 10.1).

Territory discipline. No one interferes in territories or accounts allocated to other personnel or contractors of the Group (T&Cs cl. 10.3(c)). Territory and account allocation is decided by the Sales Director and management, not negotiated between individuals.

11. Authority, representations and document discipline

11.1 Who can bind the Group

Only a director of the relevant contracting entity can vary the Terms and Conditions, waive a right, or make a binding commitment on behalf of that entity. No account manager, sales representative or BDO has that authority, and no counterparty may rely on an oral statement, WhatsApp message or informal email as a variation or waiver (T&Cs cl. 4.4). Personnel must never represent otherwise, and must correct any counterparty who assumes otherwise.

11.2 The WasteTrade Way - document discipline

Commercial documents follow a fixed sequence and fixed controls. These are drawn from the pre-issue checklists in the LOI templates and apply to all commercial documentation:

NDA first. No LOI is issued without an executed NDA in place and correctly referenced (WT-LOI-S/P header).

Right template, right direction. Sales documents (WT-LOI-S) are never adapted for purchases, and purchase documents (WT-LOI-P) never for sales. Templates are used as issued, not rebuilt ad hoc.

Entity panel completed. One contracting entity selected per document, with full registered details verified, before issue.

Approval before issue. Every commercial document is reviewed twice by the responsible BDO and approved by the Sales Director or management, with the approval logged in Salesforce, before it leaves WasteTrade.

PDF only. Counterparty-facing documents are issued as PDF, never in editable form, and the BDO walks the counterparty through the document on a call - no unilateral redlining.

Same-day filing. Countersigned documents are filed in the contract registry and logged in Salesforce on the day of receipt.

11.3 Sell-side economics never travel to the supply side

Supplier-facing and seller-facing documents must never contain WasteTrade's onward or CNF sell prices, customer identities, or margin figures. Only the buy-side price or gate fee payable to or by the supplier appears in a supplier document; onward economics live only in separate internal files (WT-LOI-P internal-use rule). Every supplier document is checked line by line against this rule before issue. Breach of this rule by Personnel is a serious disciplinary matter regardless of whether loss results.

11.4 Authorised channels and payment verification

Only communications from an @wastetrade.com address sent by an authorised representative bind WasteTrade or constitute valid notice, consent or instruction. No one may rely on - and everyone must promptly report - approaches made through personal accounts or by former employees or former representatives purporting to act for WasteTrade (DA Art. 17.7). WasteTrade never changes its bank details by email alone: any communication purporting to notify a change to payment details must be verified by a direct telephone call to a known WasteTrade contact before any payment is made (DA Art. 6.7). Personnel apply the same verification discipline to inbound changes in counterparty bank details.

12. Systems, data protection and AI

Acceptable use. Platform, Salesforce, email, telephony and other Group systems are used for legitimate business purposes. Credentials are personal and never shared (T&Cs cl. 16.5(d)). No one introduces malware, conducts unauthorised testing, or otherwise interferes with any system (T&Cs cl. 16.5(e)).

Personal data. Personal data is processed in accordance with the Privacy Notice, the UK GDPR, the EU GDPR, the Data Protection Act 2018 and equivalent applicable law, with a lawful basis for every disclosure (T&Cs cl. 16.7; NDA cl. 14). Data-sharing relationships requiring a processing agreement do not proceed until one is in place (NDA cl. 14.3).

AI tools. Use of AI tools by Personnel follows the Group AI Use Policy. AI outputs used in classification, matching or recommendations are commercial tools, not regulatory verification, and must never be presented to counterparties as certification (T&Cs cl. 5.2, 7.16). Confidential or personal data is not entered into unapproved AI systems.

On exit. Departing Personnel return all devices, credentials, documents and data; retain nothing; and remain bound by confidentiality and by the restrictions in Sections 8 and 9. Attempted exfiltration of platform, Salesforce or counterparty data is treated as gross misconduct and may be reported to regulators and law enforcement.

13. People, workplace and site conduct

Respect. No harassment, bullying, discrimination or victimisation, in any office, on any site, or on any channel - including calls, WhatsApp and platform messaging. This applies between colleagues and toward counterparties, hauliers and drivers alike.

Safety and honest site information. Site and access information provided for loading, collection and delivery must be accurate and kept current - vehicle access, surface load-bearing, operating hours, equipment and safety controls - because hauliers and drivers rely on it without verification (T&Cs cl. 4.6-4.7). Drivers are treated professionally and turned around promptly (T&Cs cl. 9.11).

Modern slavery. No one bound by this Code uses or tolerates forced, bonded, trafficked or child labour anywhere in their operations or supply and distribution chains, and everyone complies with applicable anti-slavery and human-trafficking laws, including the UK Modern Slavery Act 2015 (DA Art. 17.8). Concerns about labour conditions at any collection, sorting, processing or receiving site are reported under Section 14.

Fair dealing. Payment obligations are met on the agreed terms; disputes are raised through the contractual claims procedure with genuine evidence, within the contractual time limits (T&Cs cl. 11.2) - never manufactured to renegotiate a price after shipment.

14. Raising concerns

Anyone - Personnel or counterparty - who becomes aware of conduct that may breach this Code, a contract or the law is expected to raise it. Routes:

Personnel: your line manager, the Group Office Manager (HR), or any director. Concerns about a director go to a different director. Concerns can be raised confidentially and, where the law allows, anonymously.

Members and counterparties: info@wastetrade.com. Complaints are acknowledged within ten business days and receive a substantive response within thirty business days, and are logged (T&Cs cl. 18.4). EU-established members also have access to the mediators identified in the Terms and Conditions.

No retaliation. WasteTrade will not tolerate retaliation against anyone who raises a concern in good faith. Retaliation is itself a breach of this Code and, for Personnel, a disciplinary matter. Raising a concern in bad faith - knowingly false, or manufactured for commercial leverage - is equally a breach.

15. Enforcement

One standard, three routes. The Annexes below set out how breaches are handled for each audience, so that the correct process is applied in every case. Nothing in the Annexes limits any contracting entity's rights under the Terms and Conditions, any NDA, any Definitive Agreement, or at law - including injunctive relief, indemnity claims, and reporting to regulators, customs authorities, law enforcement, banks and insurers where conduct may breach Applicable Law.

Annex A - Personnel

Breaches by Personnel are handled under the disciplinary procedure of the employing entity and the individual's contract of employment or engagement. Sanctions range from informal counselling and written warnings to dismissal. The following are gross misconduct and may result in summary dismissal: falsification of documents or evidence; origin misrepresentation; undisclosed commissions or side arrangements; diversion of Group opportunities; bribery; breach of sanctions controls; deliberate disclosure of sell-side economics to the supply side; data exfiltration; and retaliation against a person raising a concern. Disciplinary action does not exclude parallel civil recovery, disgorgement of profits, insurance notification, or reporting to authorities. Where a matter is under investigation, Personnel must preserve all relevant evidence and cooperate fully; destruction or concealment of evidence is itself gross misconduct.

Annex B - Members and Users

Breaches by Members are enforced under the Terms and Conditions, including: suspension of the account - across all domains and all contracting entities of the Group in origin-fraud and food-contact cases (T&Cs cl. 7.12, 7.18); cancellation of pending transactions and withholding of documents; termination for unremedied material breach, fraud, sanctions or compliance risk (T&Cs cl. 4.9, 18.2); recovery under the indemnities, including the uncapped origin-fraud and food-contact indemnities (T&Cs cl. 13.1, 7.11, 7.17); and recovery of the off-platform introduction fee (T&Cs cl. 16.6). EU-established Users receive the statement of reasons and complaint rights required by the P2B Regulation (T&Cs cl. 18.4).

Annex C - Brokers, Distributors, Agents, Suppliers and Partners

Breaches are enforced under the relevant contract: the NDA (indemnity on breach, injunctive and equitable relief (NDA cl. 4.4, 5.2)), the Terms and Conditions broker provisions (immediate account termination, indemnity-basis damages, injunctive relief and disgorgement of profits (T&Cs cl. 10.2, 10.4)), and the Distributor Agreement, under which this Code applies as the code of conduct in Attachment 2 (DA Art. 17.8). Distributor remedies include immediate termination without cure period for sanctions or bribery breaches (DA Art. 8.3, 10.4, 11.2), full recovery of lost margin on circumvented or diverted transactions (DA Art. 15.3), and urgent injunctive relief (DA Art. 18.4). Non-circumvention and non-solicitation obligations survive termination for the periods stated in the relevant contract (NDA cl. 2.7, 2.9; DA Art. 2.4; T&Cs cl. 16.6).

Schedule 1 - Adopting entities

This Code is issued at group level by Waste Trade Holdings Limited and adopted by each entity below by board resolution. Each adopting entity applies the Code to its own personnel and counterparties; enforcement rights are exercised by the relevant contracting or employing entity.

Entity

Registration

Jurisdiction

Status

Waste Trade Holdings Limited

13314586

England & Wales

Group parent - issuing entity

WasteTrade.com Romania S.R.L.

J2025037071001 / CUI RO 51846722

Romania

Contracting entity - adopting

WasteTrade Ghana Holdings Limited

ET000430425

Ghana

Contracting entity - adopting

Let's Recycle It Limited

NI631203

Northern Ireland

Affiliated entity - adoption to be confirmed by its board

Pakire Polymers SRL

CUI 41162301

Romania

Affiliated entity - adoption to be confirmed by its board

Note: registered names verified July 2026 against Companies House (Waste Trade Holdings Limited, company number 13314586, trading as WasteTrade) and ANAF/ONRC (WasteTrade.com Romania S.R.L., Trade Register J2025037071001, CUI 51846722, VAT RO 51846722). All Group documents use these names verbatim.

Schedule 2 - Related documents

Document

Version / date

Audience

Platform Terms and Conditions

v2.7

All Users

Privacy Notice and Data Use Clause

Published at wastetrade.com/privacy-notice

All Users and Personnel

AI Use Policy

Current published version

Personnel; Users as applicable

Mutual Non-Disclosure Agreement (template)

July 2026

Counterparties pre-engagement

Letter of Intent - WasteTrade as Seller (WT-LOI-S)

v2.1 - July 2026

Buyers / Distributors

Letter of Intent - WasteTrade as Buyer (WT-LOI-P)

v1.0 - July 2026

Suppliers

Distributor Agreement (this Code applies as its Attachment 2)

Template v2 Final - July 2026

Appointed distributors

Employment contracts and disciplinary procedure

Per employing entity

Personnel