09 | 2016

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Message from Stefan Karlen 3 Panalpina’s ethical values 4

Performance Integrity Professionalism

Introduction to the Code of Conduct 5 What is expected of everyone What is expected of managers Reporting of breaches Non-retaliation and confidentiality

Foster a positive work environment 6 Valuing diversity Discrimination and harassment Fair employment practices Health and safety

Avoid conflicts of interest 7 Outside employment Family and personal relationships

Conduct business with integrity 8 Anti-corruption

Anti-bribery Indirect bribery Gifts and entertainment Charitable donations and sponsorships Political contributions

Competition and anti-trust Trade restrictions Contract compliance

Ensure financial integrity 10 Record keeping, financial reporting, financial controls and disclosures Additional responsibility for senior financial officers Business expenses Buying and selling stock – insider trading Anti-money laundering

Protect and manage company assets and information 11 Physical assets and communication system Proprietary information and intellectual property Record retention Data privacy

Protect the environment 12

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Message from Stefan Karlen

Dear colleagues

As we strive to continue our excellent performance in a fast-changing, competitive world, we should always remain true to our core values and required standards of ethical behavior. They combined, are a bedrock of our success, through tough times and good times.

Panalpina is committed to the highest standards of ethical values. We have built a culture based on our core values of Performance, Integrity and Profes-sionalism. We’re committed to honest and ethical business practices at all levels and in all locations where we do business.

This Code of Conduct is the guide to doing business with integrity and will help you live our values.

Together with business-specific policies and local laws and regulations the Code acts as a compass, helping you navigate the sometimes difficult choices you face in your work at Panalpina. It provides solid principles for you to follow and it shows you what to do when a situation is complex and the way forward is hard to find.

When any one of us encounters a legal or ethical dilemma in our work, we must pause to find an ap-propriate solution or decide how to act. In such situ-ations, we follow the law and the Panalpina rules; when no law or rule seems to apply, we apply basic common sense and our high ethical standards. By doing so we help ensure that together we do the right thing and are never embarrassed to tell family, colleagues, the media and the public what we have done. If you are ever in doubt, seek advice as set out in the following pages. Good people do not allow other good people to make ethical mistakes – speak up.

While policies are important, our success as a com-pany is ultimately determined by the actions each of us take. All Panalpina employees share the respon-sibility of making ethical conduct a vital part of our daily business activities. Failure to do so erodes trust and undermines the foundations on which we build our lives and our business.

I am counting on all of you to uphold our ethical values and making them a second nature. We owe this to all of our stakeholders, from our customers to our investors, and last but not least, to ourselves as employees to keep Panalpina a great place to work. We need your support in sustaining Panalpina’s cultural transformation to excellence.

Stefan Karlen

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Panalpina’s ethical values Panalpina is committed to a strong and unique company culture with solid ethical values. This requires all of us to act with integrity and apply the highest ethical standards in our daily work. It is therefore important that each of us understands and applies Panalpina’s core values which are the compass in the way we make decisions and how we do our job. Our core values are based on three key principles:

Performance Performance is our continuous commitment to long term sustainable development and financial suc-cess. At Panalpina, performance is achieved by applying excellence in all that we do; being powered by innovation; seeing the possibilities over the ob-stacles; achieving financial success and is always guided by integrity.

Integrity Integrity is how we drive our behavior and consist-ently apply our values in all that we do. We keep our promises and play by the rules. We are committed

to deliver on our promises; we treat everyone with fairness, respect and dignity; and apply the highest ethical standards in all our daily work.

Professionalism Professionalism is how we create value for our cus-tomers by anticipating their business needs and applying workable solutions. At Panalpina we know our business and take ownership of delivering re-sults. We accept the consequences for all that we do; and focus on becoming the “first choice“ busi-ness partner for our customers.

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Introduction to the Code of Conduct What is expected of everyone All Panalpina employees are subject to this Code of Conduct and all of us are expected to understand and follow this Code and the law in our daily work. We have to use our good judgment and consider all our actions. At times we might encounter situations in which the right choice is not clear. In these situa-tions ask yourself: ● Is it consistent with the Code? ● Is it ethical? ● Is it lawful? ● Will it reflect well on me and Panalpina? ● Would I want to read about it in the newspaper? ● Would my family and friends approve of it?

The answers should be yes to all questions. If the answer is “no” to any of these questions, don’t do it. If you are still uncertain, ask for guidance. You can talk to your manager or Human Resources. If you do not feel comfortable speaking to either, you can speak to the Corporate Ethics and Compliance De-partment. All contact information can be found on the intranet.

What is expected of managers All Panalpina managers are expected to serve as role models and promote a culture of ethics and compliance within their area of responsibility. This includes making sure that the employees that are supervised understand their responsibilities under the Code of Conduct, in spirit and in letter. Manag-ers must create a positive work environment in which employees are encouraged and feel comfort-

able to speak up and ask for help. When managers receive reports of a situation that is unethical or potentially damaging Panalpina’s reputation they must promptly notify the Corporate Ethics and Com-pliance Department.

Reporting of breaches If you have reason to believe that any Panalpina employee or anyone working on behalf of Panalpina has engaged in ethical or legal misconduct, you are required to report the incident promptly. You can talk to your manager, Human Resources or the Corpo-rate Ethics and Compliance Department. Alterna-tively feel free to report your concern to the Ethics and Compliance Hotline. The Ethics and Compli-ance Hotline is a secure way to submit confidential reports, anywhere in the world, 24 hours a day, 7 days a week, either online or by phone. You can access the respective phone number and the web reporting tool via our intranet.

Non-retaliation and confidentiality Panalpina values the help of employees who identify potential problems that we need to address. Panal-pina will undertake all steps possible to ensure that reports are kept confidential, including the identity of the reporter. Panalpina does not tolerate retaliation of any kind against employees who, in good faith, report breaches or violations of Panalpina's Code of Conduct or any other illegal conduct. Panalpina takes claims of retaliation seriously. Allegations of retaliation are investigated and appropriate action is taken.

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Foster a positive work environment Panalpina is committed to fostering a positive, diverse and engaging work environment based on openness and mutual respect. All employees treat one another with dignity and respect. We do not tolerate any form of harassment or discriminating behavior at our workplace. Panalpina respects and adheres to relevant labor, health and safety regulations.

Valuing diversity The diversity of Panalpina’s employees is a tremen-dous asset and every individual employee is a key contributor to our success. We are firmly committed to providing equal opportunity in all aspects of em-ployment and welcome differences regarding race, gender, language, education etc. Diversity is the basis for creativity and innovation.

Discrimination and harassment Panalpina promotes a harassment free environ-ment. We do not tolerate any conduct which inap-propriately or unreasonably interferes with work performance, diminishes the dignity of any person or creates an intimidating, hostile or otherwise offen-sive work environment. This includes discrimination or harassment based on race, colour, religion, gen-der, age, national origin, sexual orientation, marital status or disability.

Fair employment practices Panalpina follows all applicable laws and regulations governing fair employment practices, for example

those related to compensation and benefits, child labor, forced labor and freedom of association, in all the countries we operate in. As a principle, we must not tolerate any form of unacceptable treatment of workers in any of Panalpina’s operations or facilities.

Health and safety Panalpina values all its employees as its most im-portant asset and is committed to providing all em-ployees with a safe and healthy working environ-ment. Each individual employee has the responsibil-ity to meet this commitment by following all health and safety procedures and by maintaining a safe and healthy workplace. All of us are expected to conduct business free from the influence of any substance that could impair our work. All workplace accidents, unsafe equipment, unsafe practices and conditions in the workplace must be reported to your HSE or HR manager. This includes alcohol, illegal drugs, controlled substances, and in some cases prescribed medication.

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Avoid conflicts of interest In our daily activities we work with suppliers, customers and others who do business with Panalpina. It is important that every decision is made with objectivity and is based on the needs of the company and not on personal interests or relationships.

Outside employment It is acceptable to Panalpina that its employees take on outside positions as long as those positions do not interfere with the employee’s responsibilities at Panalpina. Outside work must not involve a Panal-pina competitor nor should it involve the use of Pan-alpina equipment or proprietary information such as computers, software, customer information and others. All outside employment must be disclosed to your manager.

Family and personal relationships Except for limited circumstances, we should not hire, supervise or have influence over a family member or a close personal relation within Panal-pina unless prior approval is provided by the man-agement. Panalpina’s success depends on its partners and subcontractors. For this reason it is crucial that the selection of its partners is based on objective criteria including integrity, quality and performance and not personal interests. Consequently if a family member or a close personal relation works for a third party that does business with Panalpina (a subcontractor for example) we must disclose this information to the management.

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Conduct business with integrity Our continued success depends on competing aggressively. But we always do so honestly, fairly and in full compliance with the law. Business relationships founded on trust and mutual benefits are vital to our success, and we will strive to develop mutual advantages by understanding the needs of our customers, contractors, suppliers and joint ventures. If local practices appear to conflict with Panalpina’s standards of conduct, you must contact senior management for advice before acting.

Anti-corruption Anti-bribery Bribery harms not only our company but also the communities where we do business. Governments are taking steps to combat bribery and many coun-tries in which we operate have specific laws against it. This is why Panalpina has adopted a zero toler-ance policy for bribery regardless of where we are located. This means that any Panalpina employee must not give or promise any undue advantage to a person in a position of trust whether in government or in private business. There are no exceptions for small amounts or the so-called “facilitation-” or “grease-” payments. Additionally Panalpina employ-ees must not accept or solicit any undue ad-vantages.

Indirect bribery Panalpina employees do not use third parties for paying bribes or the execution of so-called “facilita-tion-“ or “grease-“ payments. For this reason we must make sure our partners are aware and are committed to Panalpina’s anti-corruption policies and relevant due-diligence procedures for selecting third parties are strictly followed.

Gifts and entertainment Gifts and entertainment are common business cour-tesies and are socially acceptable in many cultures; in fact in many instances it is an important way of creating goodwill and establishing trust in business relationships. We have to ensure that our business gifts and entertainment practices are reasonable and consistent with both Panalpina’s policies and relevant local laws and regulations. We must always make sure that business courtesies are never given or received to obtain or give an undue advantage,

are moderate in value, always in kind and given or received on an infrequent basis.

Charitable donations and sponsorships Panalpina supports certain charitable donations as a way of giving back to the community and contrib-uting to worthy causes. Additionally, Panalpina also supports certain corporate sponsorships in order to promote Panalpina’s presence in the business community. Unfortunately, even legitimate donations and sponsorships sometimes have the risk of creat-ing the appearance of bribery and corruption. There-fore, you must obtain prior approval in accordance with established procedures before making dona-tions or sponsorships on behalf of Panalpina.

Political contributions Panalpina does not make any kind of political con-tributions anywhere in the world, whether in cash or in kind (e.g. donations of property or services, or the purchase of tickets to fundraising events). However, Panalpina recognizes employees’ right to participate as individuals in the political process, if they thor-oughly make clear that they do not represent Panal-pina in the process.

Competition and anti-trust Panalpina strictly adheres to what are called ‘com-petition’ laws in some countries and ‘anti-trust’ laws in others. These laws promote or protect free and fair competition around the world and prohibit all anti-competitive behavior, such as price-fixing con-spiracies. No Panalpina employee is permitted to engage in price-fixing, bid rigging, allocation of mar-ket or customers, or similar illegal anti-competitive activities. Some competition laws – such as the US and EU anti-trust laws – can apply even when the

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conduct occurs outside the relevant country’s or countries’ borders.

Panalpina only uses available expert-, industry- and other publicly available sources to understand busi-ness, customer and supplier strategies, technology trends, regulatory proposals and developments, and existing and expected actions of suppliers and com-petitors. Panalpina gathers this information fairly and legally and never by dubious means such as theft, illegal entry, bribery, misrepresentation of who you are or electronic eavesdropping.

Trade restrictions A number of countries, and the United Nations, from time to time impose restrictions on exports and other dealings with certain countries, entities and individ-

uals. Such restrictions prohibit Panalpina from en-gaging in certain business activated in specified countries and with particular individuals and entities. Panalpina will not enter into business relation with companies excluded by governments. Severe pen-alties, such as fines, revocation of permits to export, and imprisonment, can apply when these re-strictions are not followed. Panalpina respects all national and international export and embargo laws and regulations.

Contract compliance We comply with all terms and conditions of our con-tracts and expect our business partners to do the same. We deliver as we promise, and bill in strict compliance with contract terms.

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Ensure financial integrity Panalpina is committed to having honest, accurate and timely financial records and dealings. The company prohibits any action or inaction that may obscure our financial activities from our stakeholders. All Panalpina employees must respect our responsibility to uphold all relevant financial accounting and reporting standards and regulations.

Record keeping, financial reporting, financial controls and disclosures As a publicly listed company, it is crucial that Panal-pina’s books, records, accounts and financial state-ments are complete, accurate, and understandable. They should be maintained in reasonable detail and in compliance with Panalpina’s system of internal controls. All financial transactions have to be proper-ly recorded in the appropriate books in a timely manner, as prompt reporting allows early manage-ment intervention. Unrecorded or ‘off the books’ funds, assets or transactions are prohibited.

Additional responsibility for senior financial officers Senior financial officers and others responsible for the accuracy of financial reporting have an addition-al responsibility to ensure that proper controls are in place to achieve truthful, accurate, complete, objec-tive, consistent, timely and understandable financial and management reports.

Business expenses All business expense accounts will be documented and accurately recorded in a timely manner. If you are not sure whether a certain expense is legitimate, ask your line manager beforehand.

Buying and selling stock – insider trading While working at Panalpina, we may become aware of non-public information about the Company or

other companies with whom we do business. Non-public information (also known as “inside infor-mation”) is information about a company that is not known to the general public and that a reasonable investor would consider important when deciding whether to buy, sell or hold that company’s securi-ties. Buying or selling the securities of a company on the basis of inside information (known as “insider trading”) is a criminal offense in many countries and Panalpina employees are prohibited from trading on the basis of ‘inside’ information in shares or other securities of Panalpina, any Panalpina entity, or any other publicly traded company. Revealing “inside information” to others, even to members of your family (known as “tipping”) is also prohibited and may result in the criminal prosecution of anyone involved.

Anti-money laundering Money laundering is the process by which individu-als or entities try to conceal illicit funds or otherwise make these funds look legitimate by moving them through the financial system in order to hide all trac-es of the criminal origin. It is important that we know and comply with all laws and regulations aimed to halt money laundering. We must be diligent and exercise good judgment when dealing with unusual customer or vendor transactions. Panalpina will not condone, facilitate or support money laundering.

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Protect and manage company assets and information Panalpina’s physical assets and intellectual property are crucial to Panalpina’s success, and each of us has a duty to protect them. We must manage company records responsibly and protect private records and proprietary information, whether they belong to our company, business partner, customer, or employee.

Physical assets and communication system All employees are required to protect Panalpina’s assets and ensure their efficient use. They are to be used for legitimate purposes and Panalpina busi-ness only. All employees must use Panalpina’s communication system, such as e-mail and internet, for business related purposes only and must use these resources appropriately and legally. We should not access, download or distribute any mate-rial that is illegal, offensive or could reflect negative-ly on Panalpina’s reputation. We should also exer-cise discretion and diligence when drafting e-mails to ensure that our communications are professional and appropriate.

Proprietary information and intellectual property Proprietary information and intellectual property, such as patents, trademarks, copyrights, trade se-crets, non-published and confidential business in-formation (customer databases, software, and mar-keting strategies) represents Panalpina’s assets. Proprietary information includes all non-public in-formation that might be of use to competitors, or harmful to the Company, or its customers or suppli-ers, if disclosed. Unauthorized use, disclosure or distribution of this information is prohibited and might lead to civil or criminal penalties. Employees

must maintain the confidentiality of proprietary in-formation entrusted to them by Panalpina or its cus-tomers and suppliers, except when disclosure is authorized in writing by the Managing Director, or required by law and regulations as confirmed by the Legal Department.

Record retention All Panalpina employees are required to ensure that business records are retained in accordance with internal policies and local regulations. This includes physical documents such as contracts or files and also electrical data such as email.

Data privacy Panalpina respects the privacy of all its employees, business partners and customers. We must handle personal data responsibly and in compliance with Panalpina’s internal policies and all applicable pri-vacy laws. Employees who handle the personal data of others must act in accordance with Panalpina’s internal policies and with applicable law; collect, use and process such information only for legitimate business purposes, limit access to the information to those who have a legitimate business purpose for seeing the information; and take precautions to pre-vent unauthorized disclosure.

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Protect the environment Preserving the environment is everyone’s responsi-bility. At Panalpina, we are committed to ensuring that there are minimal environmental impacts from our daily activities, and will continue to monitor our activities in order to ensure continuous improve-ment.

Panalpina is committed to minimizing the environ-mental impacts in all its activities, and will comply

with the laws and regulations for environmental protection in all countries we operate in. This com-mitment, and compliance with it, is required from all our employees. As Panalpina is fully committed to upholding the highest possible environmental standards, we will continuously evaluate the envi-ronmental aspects of our activities to deliver ser-vices with no undue environmental impact.