Code of Business Conduct and Ethics

In performing their job duties, Toolots.com employees should always act lawfully, ethically, and in the best interests of Toolots.com. This Code of Business Conduct and Ethics (the "Code of Conduct") sets out basic guiding principles. Employees who are unsure whether their conduct or the conduct of their coworkers complies with the Code of Conduct should contact their manager or the Legal Department. Employees may also report any suspected noncompliance as provided in the Legal Department's reporting guidelines.

1. Compliance with Laws, Rules and Regulations

Employees must follow applicable laws, rules and regulations at all times. Employees with questions about the applicability or interpretation of any law, rule or regulation, should contact the Legal Department.

2. Conflicts of Interest

In performing their job duties, employees are expected to use their judgment to act, at all times and in all ways, in the best interests of Toolots.com. A "conflict of interest" exists when an employee's personal interest interferes with the best interests of Toolots.com. For example, a conflict of interest may occur when an employee or a family member receives a personal benefit as a result of the employee's position with Toolots.com. A conflict of interest may also arise from an employee's business or personal relationship with a customer, supplier, competitor, business partner, or other employee, if that relationship impairs the employee's objective business judgment.

Because an employee's receipt of gifts or services could create a conflict of interest, the Legal Department will develop and maintain guidelines for disclosure of gifts or services received from customers, suppliers, competitors or business partners.

Employees should attempt to avoid conflicts of interest and employees who believe a conflict of interest may exist should promptly notify the Legal Department. The Legal Department will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate.

3. The company's approach to anti-bribery & anti-corruption

3.1 What is bribery and corruption?

Bribery is offering, promising, giving, requesting or accepting any financial (i.e. money) or other advantage (i.e. a favor), to induce or reward improper conduct or to influence any decision by a government official or a person in the private sector to gain an advantage.

Bribery is a form of corruption.

Corruption is the abuse of entrusted power or position for private gain.

For example, a bribe can take the form of an offer or promise of payment or other advantage (regardless of whether or not the intended recipient accepts the offer) with the expectation or hope that a business advantage will be received, or to reward a business advantage already given. “Improper conduct” includes performing an act in breach of (or refraining from performing an act in line with) expected business or public duties, i.e., not performed in good faith.

A “Government Official” in this Policy means any officer or employee of, or any person acting in an official capacity for, or on behalf of, any national, regional or local government of any country, or any department, agency, or instrumentality thereof. An “instrumentality of a government” includes any entity owned in whole or, in part, by a governmental entity (e.g. a State Owned Enterprise).

Each jurisdiction may have its own legal definitions of bribery, corruption, improper conduct, and of government official, which definitions may differ from those above and evolve over time.

3.2 Prohibition on Bribery

This Policy prohibits any bribes or offers of bribes to or from anyone, whether the person is in the public or private sector or else, and whether made directly or indirectly (e.g. from, to or through family, friends or agents).

Examples of Bribery

The following examples would constitute a breach of this Policy and, in many instances, a violation of law:

• Offering a potential client tickets to a major sporting event, but only if the client agrees to give his/her business to us.

• Accepting that a supplier gives your relative a job with the expectation that you will, in return, use your influence to ensure the Company continues to do business with them.

• Making a donation to a government official or that official’s special charity in exchange for the award of a government contract or the enactment of Company-favorable legislation.

• A scale operator receiving a “kickback” from a supplier for deliberate over payment to that supplier at the scale.

There are laws in many countries and localities, for example the Australian “Criminal Code Act”, the United States “Foreign Corrupt Practices Act” (“FCPA”) and the United Kingdom “Bribery Act”, which prohibit bribery and corruption, and which are enforced with vigor by their respective enforcement authorities. Acts of bribery and corruption committed overseas may well result in a prosecution at home and in other jurisdictions.

Breaches of anti-bribery or anti-corruption policy and /or laws may result in:

• significant damage to the reputation of the Company with its investors, customers and suppliers, its employees, governments, and other stakeholders, and the public;

• significant consequences for the individual, including termination of employment; and

• civil lawsuits and even criminal charges and conviction, for both the Company and the individual and, for the individual, possible imprisonment.

Even just allegations of violations of these laws may result in significant legal fees to investigate and defend against those allegations.

Personnel should keep in mind that the requirements in this Policy are not exhaustive. The Company's activities are subject to detailed and wide-ranging anti-bribery and anti-corruption requirements in many countries. This Policy cannot possibly summarise all those specific requirements. Furthermore, compliance issues relevant to the Company may change as the Company's activities and/or the applicable regulatory environments evolve.

Accordingly, Personnel are expected to be pro-active in upholding not just the letter of this Policy, but also the spirit of honesty and integrity underpinning it.

If any Personnel are unclear about any aspect of this Policy, or encounter any situation or practice which appears inconsistent with, or questionable in light of, this Policy, those Personnel should raise the issue promptly.

4. Gifts, Entertainment & Hospitality

4.1 Company’s position on gifts, entertainment & hospitality

Personnel must exercise caution regarding the giving or receiving of business-related gifts, entertainment and hospitality.

These can include the receipt or offer of gifts, meals or tokens of appreciation and gratitude, travel benefits, or invitations to sporting, entertainment and cultural events, functions, or other social gatherings, in connection with matters related to the Company’s business.

The giving and accepting of gifts, entertainment and hospitality is generally acceptable provided the following requirements are met:

• they are consistent with reasonable business practice;

• they are modest and appropriate;

• they are made in good faith;

• they do not influence, or are not perceived to influence, objective business judgement; and

• they are lawful.

Occasional drinks and meals, attendance at sporting, entertainment or cultural events, and modest gifts are usually acceptable.

Personnel should refer to their local Travel & Expenses Policy for guidance on what is considered reasonable and modest in their market, taking into consideration local purchasing power. Copies of these policies are available from the local Finance and/or Human Resources Department, and should be read in conjunction with this Policy.

4.2 Prohibition on certain gifts, entertainment & hospitality

Personnel should not offer, give, request or accept gifts, entertainment and

hospitality in circumstances that could be considered as creating a business

obligation construed to unduly influence the party involved or violate the law.

Examples when Gifts, Entertainment and Hospitality are never acceptable

• Gift, entertainment or hospitality which create a “quid pro quo” situation (a benefit or advantage offered for something in return).

• Gifts to, or from, third parties in the form of cash, loans or cash equivalents, such as gift certificates or vouchers.

• Gifts, entertainment or hospitality that could influence the outcome of negotiations with a supplier, customer or other party with which the Company conducts business.

• Gifts, entertainment or hospitality in exchange for making incomplete, false or inaccurate entries in the Company’s books and records.

• Sponsorship of a Personnel’s own personal event by a Toolots’ supplier, customer or other party doing or pursuing business with the Company.

Personnel should take extra care when dealing with government officials and should generally avoid providing any entertainment and gifts. Many countries do not allow their government officials to accept gifts, entertainment or hospitality. Anti-bribery laws are often stricter when dealing with government officials. When unsure, Personnel should reach out to the Group or Regional in-house Legal Counsel or Corporate Secretary for guidance.

5. Record keeping, Reporting, and Financial Integrity

Toolots.com's books, records, accounts and financial statements must be maintained in appropriate detail, must properly reflect the Company's transactions and must conform both to applicable law and to the Company's system of internal controls. Further, Toolots.com's public financial reports must contain full, fair, accurate, timely and understandable disclosure as required by law. The Company's financial, accounting and legal groups are responsible for procedures designed to assure proper internal and disclosure controls, and all employees should cooperate with these procedures.

6. Money laundering & False accounting

Many countries have laws designed to prevent money laundering, false accounting and/or the financing of criminal activities.

Money laundering involves possessing, or dealing with, the proceeds of criminal activities. It includes concealing the origin of illegally obtained money so it appears to have come from a lawful source. In most jurisdictions, it is a crime for individuals and companies to engage in transactions involving assets which they know or should have known were derived from criminal activities. Possession of money that is a bribe, or that will be used to fund a bribe, may be a breach of the money laundering prohibitions.

Money laundering, and any form of accounting or record-keeping which is intended or likely to conceal or disguise the true nature of an improper, suspicious or unauthorised transaction, is prohibited under this Policy.

7. Discrimination and Harassment

Toolots.com provides equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. For more information, see the Toolots.com policies on Equal Employment Opportunity and Workplace Harassment in the Toolots.com Owner's Manual.

8. Health and Safety

Toolots.com provides a clean, safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe conditions, procedures, or behaviors.

Violence and threatening behavior are not permitted. Employees must report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol.

9.Reporting Violations

The Toolots.com Legal Department has developed and maintains reporting guidelines for employees who wish to report violations of the Code of Conduct. These guidelines include information on making reports to the Legal Department and to an independent third party. Please see the reporting guidelines for information and instructions.

Toolots.com will not allow retaliation against an employee for reporting misconduct by others in good faith. Employees must cooperate in internal investigations of potential or alleged misconduct.

Employees who violate the Code of Conduct will be subject to disciplinary action up to and including discharge.

10. Periodic Certification

The Legal Department will designate certain employees who, based on their level of responsibility or the nature of their work, will be required to certify periodically that they have read, understand and complied with the Code of Conduct.

11. Board of Directors

With respect to their service on behalf of the Company, Toolots.com's Board of Directors must comply with the relevant provisions of this Code of Conduct, including conflicts of interest, insider trading and compliance with all applicable laws, rules and regulations.

12. Waivers

Waivers of this Code of Conduct may be made only in a manner permitted by law.