Sanctions and Trade Controls Policy for Counterparties

1. Policy statement

• It is the policy of Infinity Power Holdings B.V to conduct all business in an honest and ethical manner, in compliance with applicable laws including, without limitation, those related to Sanctions and Trade Controls.
• IPH does not do business with Sanctioned Persons or Sanctioned Countries. Trading with Sanctioned Persons or Sanctioned Countries is illegal, and it carries the risk that could result in criminal proceedings and penalties.
• The purpose of this policy is to:

1. set out responsibilities, and the responsibilities of those working with us, in observing and upholding our position on Sanctions and Trade Controls; and
2. provide information and guidance to those working with us on how to recognise and deal with Sanctions and Trade Control issues.
   • This policy should be read in conjunction with other relevant IPH Group policies.
   • All persons to whom this policy applies are required to read, understand, and comply with this policy.

2. Who does this Policy apply to?

• This policy applies to any person acting for or on behalf of Infinity Power Holdings B.V. (Infinity Power) or its affiliates (all together the IPH Group) and any arrangement between a member of the IPH Group and a third party.
• In this document, third party means any individual or organisation we deal with, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, joint venture partners, consortium members, co-shareholders, contractors, subcontractors, and government and public bodies, including their advisors, representatives and officials, politicians, and political parties.
• The Policy is to provide guidance on sanctions, to help any third-party acting on behalf of Infinity Power to understand where breaches of Trade Sanctions Laws may arise and to support in the right decision making process in line with our company position stated in this Policy.

3. What are Sanctions and Trade Controls?

• Sanctions and Trade Controls limit trade or the provision of money, goods or services to certain countries, organisations, companies, and people.
• Many countries impose Trade Controls on the import, export, transfer of sensitive or proprietary technology and good and dual-use items. The rules are complex and can capture the transfer of software and data as well as the movement of equipment and physical goods.
• Both Sanctions and Trade Controls often apply outside of the borders of the regulating country.

Sanctions

There are different types of Sanctions including:

1. Targeted financial restrictions on people, companies, governments, and countries, such as asset freezes or “blocking” sanctions;
2. Economic sanctions that restrict the financing or provision of financial services in relation to certain goods, services, or financial products;
3. Trade-related restrictions that stop or limit the provision of certain goods and services in relation to targeted people, companies, governments, and countries;
4. Travel bans on named individuals; and
5. Anti-boycott regimes.

Sanctions can target either specific individuals, entities, industry sectors or entire countries and territories. Sanctioned Persons can be anywhere in the world, and individuals are added to the lists of Sanctioned Persons every day. It is therefore important that you regularly check the status of all third parties you engage with, particularly in providing services to the IPH Group.

The IPH Group adheres to the sanctions lists produced by the European Union (EU), the United Nations (UN), the United States and the United Kingdom (UK) amongst other applicable regulations.

Trade Controls

Many countries impose Trade Controls on the export, import, transfer, re-export, and re-transfer of military goods and Dual-Use Items.

Dual-Use Items are items that are capable of a military or civilian use. Thus, the rules are complex and can capture the transfer of Technical Data, as well as the movement of physical items. Often, the controls are related to the identity of a country or destination, the exporter, or the recipient of the items can extend to Dual-Use Items. 

4. What do we expect from third parties?

4.1.      Any third party working for or on behalf of Infinity Power, any of our project companies and any other entity in the IPH Group is responsible for complying with and conducting business in compliance with Sanctions and Trade Controls regulations.

4.2.      Certify that neither you or your directors, officers, or ultimate beneficial owners are Sanctioned Persons or located in Sanctioned Countries.

4.3.      You are not expected to engage in any dealings, directly or indirectly, involving a Sanctioned Person or Sanctioned Country.

4.4.      You are required to undertake a geographic risk-assessment before any import, export, transfer, re-export, or retransfer of any Items takes place.

4.5.      You are also required to obtain information relating to key persons who own or control entities you may engage with in providing services to the IPH Group.   

4.6.      Ensure that nothing is exported, transferred, re-exported, or re-transferred to a Sanctioned Country in the course of providing services to IPH Group.

4.7.      Ensure that you understand the Trade Controls relevant to you and classification of any Items that it exports, imports, transfers, re-exports, and re-transfers.

4.8.      Ensure you appropriately secure and maintain any Controlled Items[1] in accordance with applicable laws and regulations.

4.9.      Ensure you implement any necessary travel protocols and data security measures needed to protect Technical Data relating to Controlled Items.

4.10.    Secure where required, end-user certificates and include an appropriate statement on relevant sale, supply and shipping documents preventing the diversion of the Items and ensure compliance with the terms of any Licenses.

4.11.    Understand the Trade Controls relevant to any Items that you deal with.

4.12.    Promptly disclose to the IPH Group any actual or suspected violation of applicable sanctions or trade control laws or when you become aware of any involvement with a Sanctioned Person or Sanctioned Country.

4.13.    Obtain prior written approval from the Chief Legal Officer of the IPH Group before any export, transfer, re-export, or re-transfer of Controlled Items in the course of providing services to IPH Group.

4.14.    Obtain advice from the Head of Compliance or the Chief Legal Officer of the IPH Group, prior to entering into any communications with a Government or regulator regarding Sanctions and Trade Controls.

4.15.    Comply with the applicable laws with respect to Sanctions and Trade Controls, as you are required to understand any relevant requirements.

5. What must you do before entering into agreements or transactions with counterparties?

5.1.      When entering into contracts with third-parties, you should consider the inclusion of contractual protections that ensure that they and their directors, officers, employees, agents and representatives:

1. Are not in violation of, and have never violated, any applicable Sanctions
2. Are not, and have never been a Sanctioned Person
3. Are not engaged in any transactions or conduct that is likely to result in them or any other person becoming a Sanctioned Person
4. Have not conducted and are not conducting any business dealings or activities with or for the benefit of, or are otherwise involved in any business in or with, any Sanctioned Country or with any Sanctioned Person
5. Are not causing, and have not caused, any other person to be in violation of any Sanctions

5.2.      These contractual protections are not a substitute for conducting a counterparty screening on the third party.

5.3.      You must also notify the Head of Compliance or the Chief Legal Officer of the IPH Group prior to entering any non-routine communications with a Government or regulator regarding Sanctions and Trade Controls in the course of providing services to the IPH Group. Non-routine communications could involve potential or actual breaches of law, disclosure, audits, information requests, or the start of an investigation. 

6.      What records are you expected to keep?

• The IPH Group expects you to keep records and have appropriate internal controls in place to evidence the business reason for transactions with counterparties.
• You must declare and record all documents such as a requirement to use state specific license language on shipping documents, recording, and reporting the use of licenses and specified retention periods for records.
• You must adopt measures to manage documents and reporting requirements, considering the specific requirements of licenses provisions and regulatory requirements applicable to the conduct of your business.

7. How do you report a suspicion or raise a concern?

• You should raise any concerns about any issue relating to this policy, or any suspicions of a breach of Sanctions and Trade Laws, at the earliest possible stage to the IPH Group Chief Legal Officer. You can also raise a concern through Speak Up, the IPH Group’s confidential disclosure portal (refer to the Speak-Up Policy for Counterparties available on the IPH Website for more information).

[1] Controlled Item implies an item that is controlled for the purposes of applicable laws, rules or regulations, such as one that requires a License prior to export, re-export, transfer, or re-transfer.