CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

Covetrus, Inc. (together with any subsidiaries, the “Company”) strives to apply the highest level of integrity, ethical standards, and legal principles in every aspect of its business conduct. This Code of Business Conduct and Ethics (“Code”) is a guide for each of the Company’s employees, executive officers, members of the Company’s Board of Directors (the “Board”), directors and others acting on behalf of the Company (each, a “Company Party” and collectively, the “Company Parties”) to follow in meeting these principles.

This Code describes ethical principles that the Company has established for the conduct of its business and outlines certain key legal requirements of which all Company Parties must be generally aware of and comply with. While this Code does not cover every issue that may arise, it sets out basic principles to guide Company Parties in the course of performing their duties and responsibilities to the Company. A copy of the Code will be available on the Company’s corporate intranet site.

This Code is designed to deter wrongdoing and promote the following:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Compliance with applicable governmental laws, rules and regulations, including, but not limited to DEA, FDA and state laws regarding drug handling and distribution;
• Prompt internal reporting to an appropriate person or persons identified herein of violations of this Code;
• Full, fair, accurate, timely, objective, complete, relevant and understandable disclosure in reports and documents that the Company files with, or submits to any regulatory and governmental agencies and its stockholders and in other public communications made by the Company; and
• Strict accountability for adherence to this Code.

If a Company Party is concerned about a possible ethical or illegal situation or any violation of this Code or is not sure whether specific conduct meets applicable Company standards, they should contact their supervisor, the Company’s Chief Compliance Officer, or report the matter to the Company’s Ethics & Compliance Line using the local telephone numbers provided in each country or via the Company’s intranet site. A Company Party may choose to remain anonymous in reporting specific conduct. The Company CEO and Company Parties who are members of the Board should discuss the situation with the Board, the Audit Committee or the Company’s General Counsel. The Company shall treat as confidential, to the extent possible and consistent with the Company’s need to conduct an adequate investigation, all information received from a Company Party with respect to a possible ethical or illegal situation and shall not take any retributive or retaliatory action against any Company Party who discloses information in good faith. The Company has established a process for confidential, anonymous receipt, retention and treatment of complaints received regarding matters covered under this Code.

Any Company Party who (i) violates the standards contained in this Code or (ii) has been found to have engaged in retaliation against another Company Party for raising an ethical or conduct concern in good faith or for participating in the investigation of such a concern, may be subject to discipline, up to and including termination of employment or other relationship. Failure to comply with any of the legal requirements discussed in this Code also could subject such Company Party and the Company to civil and monetary damages, regulatory sanctions, and even criminal penalties.

1. Conflicts of Interest

A conflict of interest exists when a Company Party’s private interest interferes in any way or appears to interfere in any way with the interests of the Company. A conflict of interest can arise when a Company Party acts or has interests that may make it difficult for them to objectively and effectively perform their work for the Company. Conflicts of interest also can arise when a Company Party, or members of their family, receive improper personal benefits because of their position in the Company, including without limitation, loans or guarantees of obligations.

Transactions or relationships that constitute conflicts of interest are prohibited unless specifically approved by the Board or an appropriate committee of the Board. Conflicts of interest may not always be apparent, so if a Company Party has a question regarding whether a particular situation is a conflict of interest, they should complete the Conflict of Interest Disclosure Form, found on the Company’s intranet site, or contact a member of the company’s Compliance Team at compliance@covetrus.com.

Below are some examples of situations that could be seen as conflicts of interest and that Company Parties should avoid. This is not an exhaustive list. Company Parties should not:

• Conduct Company business with a company that a Company Party or member(s) of Company Party’s family own or control.
• Own more than 5% of the stock of a company that:
  • Competes with the Company.
  • Does business with the Company.
• Do any of the following (except in connection with performing Company Party’s role):
  • Approach or have any discussions with the Company’s customers (regardless of who initiates the conversation) about the possibility of such Company Party going to work for them.
• Do work outside the Company that could create an actual or perceived conflict of interest.
• Solicit the Company’s customers.
• Divert business opportunities or ideas that the Company might reasonably want to explore or pursue.

Unless approved by the Board or an appropriate committee of the Board, no Company Party or any member of their immediate family can acquire a financial interest in, or accept employment with, any entity doing business with the Company if the interest or employment could conflict with their duties to the Company and the performance of such duties.

A Company Party and their immediate family members cannot accept material gifts or favors that could create the appearance that such Company Party’s business judgment could be affected by the receipt of such gifts or favors. A Company Party and members of their immediate family can accept infrequent, non-lavish gifts of nominal value from existing sources, prospective sources, or persons and firms or companies with whom the Company does or might do business. In addition, a Company Party must never solicit a gift or entertainment.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. Company Parties cannot offer gifts or favors to any employee of a Company competitor, supplier, or customer, or a member of such employee’s immediate family, if the gifts or favors might place the recipient under any obligation to a Company Party or to the Company. Business entertainment should be moderately scaled and intended only to facilitate business goals. Gifts that are repetitive (no matter how small) may be perceived to be an attempt to create an obligation to the giver and are therefore inappropriate. This Code applies at all times and does not change during traditional gift-giving seasons. Company Parties must obtain the approval of their manager, as well as any other approvals required by Company policy, before accepting any gift or entertainment of more than nominal value from any person with whom the Company does, or may do, business. When in doubt, Company Parties should review the Global Conflict of Interest Policy, found on the Company’s intranet site, or contact the Company’s Ethics & Compliance Line.

Company Parties cannot accept bribes, kickbacks, or any other illegal or improper payments, transfers, or receipts. Company Parties shall not offer, give, solicit, or receive any money or anything else of value for the purpose of (i) obtaining, retaining, or directing business; or (ii) bestowing or receiving any kind of favored treatment. Corporate Opportunities

A Company Party cannot personally take for themselves opportunities discovered using Company property, information or position. These opportunities and ideas are the sole and exclusive property of the Company. A Company Party cannot use Company property, information or position for personal gain, and cannot compete with the Company directly or indirectly. It is the duty and responsibility of each Company Party to advance the Company’s legitimate interests when the opportunity to do so arises.

2. Protection and Proper Use of Company Assets and Confidential Information

Company Parties must protect and use the Company’s assets, property, and proprietary information responsibly and solely for legitimate business purposes. This includes safeguarding physical assets, intellectual property (e.g., trade secrets, patents, trademarks, copyrights), and confidential information such as business plans, financial data, and customer or supplier information. Theft, carelessness, waste, or unauthorized use of these assets directly impacts the Company’s profitability and may result in disciplinary action, including termination, and potential civil or criminal penalties.

Confidential information, including non-public information that could benefit competitors or harm the Company or its stakeholders if disclosed, must be handled with care. Disclosure is only permitted when authorized or legally required. Company Parties must not share such information externally without a signed non-disclosure agreement or internally unless there is a legitimate “need to know.” This obligation extends beyond employment or engagement with the Company.

Any suspected fraud, theft, or misuse of assets must be reported immediately to a supervisor, the Chief Compliance Officer at compliance@covetrus.com, the Ethics & Compliance Line, or, for executive officers and Board members, to the Board or Audit Committee.

3. Intellectual Property Protection

The Company’s intellectual property (“IP”) includes patents, trademarks/service marks, copyrights, trade secrets, business tools and methodologies and other distinguishing factors that are considered “proprietary” to the Company and that the Company uses to identify itself and its services and solutions in the marketplace.

The Company and Company Parties shall protect Company IP from disclosure or improper use. The Company and Company Parties also shall respect the IP rights of others and avoid any acts or omissions that could violate the intellectual property rights of any third party.

A Company Party should contact a member of the company’s Legal team if the Company Party needs any guidance on protection of the Company’s IP or use of third-party IP.

4. Protection of Personal Information

The Company respects the privacy of all its employees, suppliers, customers, and pet parents. Company Parties must handle personal data responsibly and in compliance with all applicable privacy laws. Any Company Party who handles personal data must:

• Act in accordance with applicable law;
• Act in accordance with any relevant contractual obligations;
• 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 care to prevent unauthorized disclosure.

5. Responsibility with Respect to Public Disclosures

The Company is committed to providing full, fair, accurate, timely, and understandable disclosure in its public communications and in the reports and documents that the Company files with regulatory authorities.

Company Parties should not discuss internal Company matters with anyone outside of the Company (unless job duties clearly require this). Only certain Company Parties are authorized to release information about the Company as part of their regular duties, subject to the Company’s established procedures. Company Parties must never release information concerning the Company or its business activities without prior, written approval from the Company’s General Counsel. In particular, Company Parties should not respond to inquiries about the Company from the news media, securities analysts or investors. Only certain Company Parties are authorized to answer these inquiries, which include the Chief Executive Officer, Chief Financial Officer, and others that they may specifically designate. If a Company Party receives these inquiries, they should immediately contact mediarelations@covetrus.com or compliance@covetrus.com.

6. Fair Dealing

The Company seeks to outperform its competition fairly and honestly through superior performance and not through unethical or illegal business practices. Company Parties must endeavor to deal fairly with their colleagues and Company customers, suppliers and competitors. Company Parties cannot steal proprietary information, possess trade secret information obtained without the owner’s consent or induce such disclosures by past or present employees of other companies. No Company Party may take unfair advantage of anyone through manipulation, concealment, abuse of confidential information, misrepresentation of material facts or any other unfair-dealing practice. The knowing or deliberate falsification of any documents or data by a Company Party may be the basis for immediate disciplinary action, up to and including termination, and may subject such Company Party to civil and/or criminal penalties.

7. Artificial Intelligence and Technology

Covetrus is committed to the ethical use of artificial intelligence (AI) and advanced technologies to support its mission in animal health. All Company Parties must adhere to the following principles:

• Transparency: Ensure AI systems are understandable and provide clear information about their use and impact.
• Fairness: Prevent bias in AI systems and avoid discriminatory practices.
• Privacy: Comply with data privacy laws (e.g., GDPR, CCPA) and safeguard sensitive information.
• Accountability: Regularly review AI systems to ensure they operate ethically and as intended.
• Safety: Prioritize reliability and safety in all technology solutions.
• Ethical Use of Data: Use animal health data responsibly and only for legitimate purposes aligned with Covetrus’ mission.

For questions or concerns about AI or technology use, please consult a member of the Compliance Team. Violations of these principles may result in disciplinary action.

8. Use of Electronic Resources

The Company’s computer resources, including e-mail systems, internet services and remote access via personal devices (such as computers, tablets, and smartphones) are intended to aide in workplace efficiencies. In using these resources, Company Parties are expected to show the utmost respect for employees, systems and resources. Minimal personal use may be acceptable when such use is allowed by a manager and does not interfere with job duties, the business needs of other Company Parties or serving customers. Company Parties may never use computer resources in a manner that violates the intellectual property rights of any third party, including downloading, copying or sending copyrighted materials (e.g., music and movies). Company Parties may not reproduce, distribute or alter copyrighted material without the permission of the copyright owner or authorized representative. Likewise, the Company requires that computer software be distributed or installed only in accordance with the terms of the applicable license agreement and that any use of open-source software be preapproved. In addition, computer resources may not be used for personal gain, political purposes, or any solicitation that is prohibited by the Company’s policies.

The data and use made of personal devices used for Company purposes are considered Company property for the limited purpose of authorizing the Company to remove such data and information upon a Company Party’s termination or departure from the business.

Company Parties may not access, send or download any graphic, vulgar, violent, racially or sexually offensive materials or any other message that could be viewed as harassment. Company Parties are prohibited from “flooding” the Company’s systems with any material that compromises the ability of the Company’s systems to handle legitimate Company business.

Company Parties must exercise proper care and good judgment when using social media. It is important that no Company Party gives the improper impression that they are individually speaking on behalf of the Company when using social media, unless they are expressly authorized to do so.

Please note that persons using Company property should not maintain any expectation of privacy with respect to information transmitted over, received by or stored in any electronic communications device owned, leased or operated in whole or in part by or on behalf of the Company. To the maximum extent permitted by applicable law, the Company retains the right to gain access to any such information, by and through its employees or other persons, at any time, either with or without the employee’s or third party’s knowledge, consent or approval, and all such information is and will remain the property of the Company.

9. Compliance with Laws, Rules and Regulations

All Company Parties must comply with the laws, rules and regulations of the cities, states and countries in which the Company operates. Company Parties may contact a supervisor, send an email to compliance@covetrus.com, or contact the Ethics & Compliance Line with any questions as to the applicability of any law, rule or regulation or the appropriate manner of compliance.

The Company expects each Company Party to comply with its policies that apply to business transactions and with the legal requirements and ethical standards for the countries in which the Company operates. Each Company Party is responsible for abiding by the regulations and policies governing their conduct and that of the Company in the countries in which they are doing business.

10. Anti-Corruption Laws

Bribery is illegal and subject to criminal penalties in the U.S. and many other countries in which the Company operates. In the U.S., the Foreign Corrupt Practices Act (“FCPA”) imposes severe penalties for companies and individuals that violate bribery laws. As a U.S. based company, the Company and all Company Parties must comply with the FCPA, which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political parties or candidates to obtain or retain business and prohibits making payments to government officials of any country. Company Parties must never offer, promise, authorize, or provide a payment or benefit that is intended to improperly influence a government official in exercising their responsibilities on behalf of the Company. All Company Parties dealing with government agencies must be aware of, and comply with, any agency rules limiting or prohibiting gifts or
other favors. The decisions a Company Party makes, on the Company’s behalf, in purchasing materials, supplies and services must be made with integrity and take into account competitive pricing, quality and performance.

Company Parties should never use payments to others in order to accomplish indirectly what the Company cannot properly or legally do directly. Any fees, commissions or other amounts Company Parties pay to outside consultants, agents or other third parties must be legal, proper and reasonable in relation to customary commercial practice. The Company expects all Company Parties to fully disclose these amounts to the Company’s General Counsel.

The FCPA also sets standards for keeping accurate and complete financial books and records. Because FCPA violations carry severe penalties (including criminal fines for the Company and jail terms and fines for individuals), a Company Party needs to become familiar with the FCPA’s requirements – regardless of the country in which they are working.

11. Export Laws

Company Parties must comply with all export control laws related to the export of commodities and technical data across international borders (including items placed in luggage as samples or demonstration units). Export of certain products or technologies may require an advance license from the applicable government.

12. Anti-Boycott Laws

Under foreign and domestic anti-boycott laws, the Company may not discriminate against (or refuse to do business with) a country that is subject to an international boycott, if the U.S. or another country in which the Company conducts business does not support that boycott. These anti-boycott laws also apply to nationals of the boycotted country and “blacklisted” companies. Because the Company must report requests to engage in these boycotts, a Company Party must contact the Company’s General Counsel if they become aware of such a request.

13. Trade Sanctions and Embargoes

The Company must abide by all economic sanctions and trade embargoes that the U.S. has, or other countries in which the Company conducts business (collectively, the “Company Business Countries”) have, adopted (regardless of whether countries that are not Company Business Countries, political organizations, or particular individuals subscribe to such trade sanctions and embargoes). A Company Party must consult the Company’s General Counsel if they become aware of the Company performing or being asked to perform services in an embargoed country, or if the Company Party has questions generally regarding sanctions or embargoes.

14. Political Contributions

The Company cannot contribute, directly or indirectly, to any political campaign or party. Company Parties cannot use expense accounts to pay for any personal political contributions or seek any other form of reimbursement from the Company for such contributions. Of course, every Company Party is free to exercise their right to make personal political contributions within legal limits, unless these contributions are otherwise prohibited by other Company policies. A Company Party should not make these contributions in a way that might appear to be an endorsement or contribution by the Company. A Company Party should be certain that they understand, and are complying with, all such laws and regulations before making any political contributions.

15. Antitrust Laws

Antitrust laws, which are also known as competition laws outside of the U.S., are designed to ensure a fair and competitive free market system where no single company has a monopoly on providing a service or a product. While the Company competes vigorously in the marketplace, it complies with the applicable antitrust and competition laws wherever it does business. This means that the Company competes on the merits of its services, prices and customer loyalty. Some of the most serious antitrust offenses occur between competitors, such as agreements to fix prices or to divide customers, territories or markets. It is therefore very important for Company Parties to avoid discussions with competitors regarding customers, pricing policies, bids, discounts, promotions, terms and conditions of sale and any other proprietary or confidential information. Unlawful agreements need not be written or even consist of express commitments. Agreements can be inferred based on “loose talk,” informal discussions, or the mere exchange of certain information. If a conversation with a competitor enters an inappropriate area, a Company Party should end the conversation at once and report the matter immediately to the Company’s General Counsel. Antitrust laws may also apply in other circumstances, like benchmarking efforts, trade association meetings or strategic alliances involving competitors.

16. Discrimination and Harassment

The Company requires strict adherence to its policies and applicable laws regarding equal employment opportunities and discrimination in the workplace. The Company shall not tolerate any illegal discrimination or harassment of any kind. Interactions with colleagues and business dealings with competitors, suppliers and customers always must be conducted free of any illegal discrimination, including based on race, color, religion, age, gender, sexual orientation, national origin, veteran status, or disability. All Company Parties are subject to the Company’s more detailed discrimination and harassment policies in the Company’s Employee Handbook, found on the Company’s intranet site.

17. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each Company Party is responsible for maintaining a safe and healthy workplace for all of their colleagues by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

The Company does not tolerate violence or threatening behavior in the workplace. Company Parties are required to report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The Company does not tolerate the use or presence of illegal drugs in the workplace or on any Company property.

18. Record-Keeping and Document Retention

The Company must retain certain types of documents and records for specific periods of time, as is required under various laws and under the Company’s contracts with customers and others. These periods of time, and the types of documents and records covered, may vary. Never destroy or alter any document or record that may be the subject of any pending, threatened or likely claim, controversy or proceeding, whether investigative, administrative or judicial. All Company Parties are subject to any document retention policies of the Company then in effect. Any questions concerning the Company’s document retention policies should be directed to a member of the Compliance Team. The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. Company Parties must document and record accurately all business expense accounts they use or expenses they incur. If a Company Party is unsure whether a certain expense is legitimate, the Company Party should ask a member of the Compliance Team. Company Parties who are executive officers or members of the Board should confer with the Board, the General Counsel or a committee of the Board.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets cannot be maintained unless permitted by applicable laws, rules or regulations. While all Company Parties may not need to be familiar with accounting procedures, the Company and each Company Party need to ensure that every business record is accurate, complete and reliable. Falsification or unauthorized destruction of any Company document or record will not be tolerated. Company Parties must also ensure that only authorized persons execute transactions on behalf of the Company or have access to the Company’s assets. Any questions concerning the Company’s internal controls should be directed to the Company’s General Counsel

19. Reports Regarding Accounting and Auditing Matters

When Company Parties have any concern regarding questionable accounting, internal accounting controls or auditing matters relating to the Company, they are required to report it. Examples of such concerns include:

• Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
• Fraud or deliberate error in the recording and maintaining of financial records of the Company;
• Deficiencies in, or noncompliance with, the Company’s internal accounting controls;
• Misrepresentation or false statement to, or by, a senior officer or accountant regarding a matter contained in the Company’s financial records, financial reports or audit reports; or
• Deviation from full and fair reporting of the financial condition of the Company.

Company Parties may notify the Audit Committee of any and all complaints received regarding Accounting Matters to or by using the Company’s Ethics & Compliance Line. The Company prohibits intimidation or retribution for any reports of misconduct by others that Company Parties make in good faith. Additional information about the treatment of reports regarding accounting or auditing matters is available in the Company’s Whistleblower Policy, a copy of which can be found on the Company’s intranet site.

20. Special Provisions Applicable to Certain Executive Officers and Waivers of the Code of Business Conduct and Ethics

Given the important positions of trust and authority that they occupy, the Company’s Chief Executive Officer, Chief Financial Officer and Controller, or persons performing similar functions (collectively, the “Financial Executives”) should act extremely cautiously in interpreting and applying this Code. Financial Executives should consult with the Audit Committee with respect to any proposed actions or arrangements that are not clearly consistent with the Code. In the event that a Financial Executive wishes to engage in a proposed action or arrangement that is not consistent with the Code, the Financial Executive must obtain a waiver of the relevant Code provisions in advance from the Company’s Board or Audit Committee.

Because noncompliance with this Code by any Company Party may lead to significant consequences for the Company, this approval process and thorough review of all potential waivers are necessary to ensure that the Company’s interests are protected. Casual waivers of this Code are strongly discouraged.

21. Reporting any Illegal or Unethical Behavior

Company Parties are encouraged to contact the Company’s General Counsel or report the matter to the Company’s Ethics & Compliance Line about observed illegal or unethical behavior. Company Parties who are executive officers or members of the Board should discuss such behavior with the Company’s General Counsel. In addition, Company Parties must report violations of laws, rules, regulations or this Code to the Company’s General Counsel or must report the violations to the Company’s Ethics & Compliance Line. In any case where a Company Party feels that it is not appropriate to discuss an issue with the Company’s General Counsel or where they do not feel comfortable approaching the Company’s General Counsel, such Company Party may report the matter directly to the Board or the Audit Committee. Reports of alleged violations may be submitted anonymously in any of the following ways:

22. Non-Retaliation

All reports of alleged violations, whether or not they were submitted anonymously, will be kept in confidence to the extent possible, consistent with the Company’s need to conduct an adequate investigation. The Company will not take any acts of retribution or retaliation, or knowingly permit anyone to take such acts, against a Company Party as a result of making a report (even if the report proves to be mistaken, so long as the report was submitted in good faith). The Company does not, will not, tolerate retaliation for such reports. Where any Company Party tries to retaliate against another Company Party for reporting a Code violation, or for helping to investigate a reported violation, the Company should be alerted immediately. Acts of retaliation violate this Code and applicable laws and will result in disciplinary action.

23. Compliance Procedures

This Code broadly describes the ethical standards by which the Company conducts its business. All Company Parties must comply in full with the provisions of this Code at all times. If a Company Party is uncertain as to the applicability of any of these standards to a particular situation or the propriety of any contemplated course of action, the Company encourages such Company Party to discuss the particular situation with the Company’s General Counsel. Company Parties who are executive officers or members of the Board should discuss the particular situation with the Company’s General Counsel.

The Company will strive to take prompt and consistent action against any and all violations of this Code. If a Company Party has concerns or questions about specific enforcement policies or procedures, they should discuss those concerns or questions with the Company’s General Counsel.

24. Investigations

Reported violations will be quickly and thoroughly investigated by the Company. Company Parties are expected to cooperate fully with any appropriately authorized investigation, whether internal or external. Company Parties shall not withhold, tamper with, or fail to communicate relevant information in connection with an appropriately authorized investigation. A Company Party reporting a violation shall not conduct any investigation on their own. Company Parties are expected to maintain and safeguard the confidentiality of an investigation except as otherwise provided by this Code or by applicable law.

25. Amendments

This Code may be amended by the Global Compliance Committee or the Board in whole or in part at any time and for any reason. The Company must report promptly any amendments pertaining to executive officers or senior financial officers as required by applicable laws, rules or regulations. Following any material revisions or updates, an updated version of this Code will be distributed to Company Parties and will supersede the prior version of this Code, effective upon distribution. The Company may ask Company Parties to formally acknowledge that they have read and understood the revised version of the Code, and that they agree to comply with its provisions. Amendments to the Code will also be posted on the Company’s website intranet site.

25. Important Disclaimers

This Code reflects general principles to guide Company Parties in making ethical decisions and cannot, and is not intended to, address every specific situation in which the Company may find it appropriate to take disciplinary action. This Code is not intended to create any contract (express or implied) with any Company Party, including without limitation any employment contract, or to constitute any promise that such Company Party’s employment will not be terminated except for cause.

For additional information regarding company policies, please consult the Covetrus Employee Handbook or talk with
your supervisor.

Adopted and effective as of Feb. 7th, 2025