Sanctions compliance policy

1. Purpose

This policy ensures HLD Group complies with economic and trade sanctions laws that restrict dealings with certain countries, entities, and individuals. Sanctions breaches carry serious criminal and civil penalties and reputational harm, and can apply on a strict-liability basis.

2. Scope

This policy applies to all HLD Group business dealings, including sales, procurement, partnerships, payments, and the provision of services, and to all personnel and entities acting on our behalf.

3. Definitions

• Sanctions — restrictions imposed by governments and international bodies on dealings with targets
• Designated person — an individual or entity on a sanctions list with whom dealings are restricted or prohibited
• Comprehensive sanctions — broad restrictions on an entire country or region
• Sectoral sanctions — restrictions targeting specific sectors or activities
• Ownership and control — the principle that an entity owned or controlled by a designated person may itself be treated as sanctioned

4. Legal framework

• US Office of Foreign Assets Control (OFAC) sanctions programs, including the Specially Designated Nationals and Blocked Persons list
• United Nations Security Council sanctions regimes
• European Union restrictive measures (sanctions)
• Australian sanctions administered by the Department of Foreign Affairs and Trade under the Autonomous Sanctions Act 2011 (Cth), the Charter of the United Nations Act 1945 (Cth), and related regulations
• UK sanctions under the Sanctions and Anti-Money Laundering Act 2018

5. Prohibited and restricted dealings

• Dealing with designated persons, or entities they own or control, in breach of applicable sanctions
• Providing goods, services, software, or funds to comprehensively sanctioned jurisdictions
• Engaging in transactions that breach sectoral or activity-based restrictions
• Facilitating, or structuring transactions to evade, sanctions through any party

6. Screening and due diligence

Customers, vendors, partners, and relevant counterparties are screened against applicable sanctions lists at onboarding and on an ongoing basis, including re-screening when lists change. Screening considers ownership and control, not just direct listing. Potential matches are investigated and cleared or escalated before dealings proceed.

7. Escalation and blocking

Where a sanctions concern arises, the transaction is paused and escalated to the compliance function and legal counsel. Where a dealing is prohibited or funds must be blocked or frozen, HLD Group complies with the applicable requirement and any obligation to report to the relevant authority.

8. Record-keeping and reporting

• Screening results and sanctions decisions are documented and retained
• Reports to authorities are made where required by the applicable regime
• Suspected breaches are reported through the compliance function and are protected under the Whistleblower and Speak-Up Policy

9. Roles, enforcement, and review

The compliance function, with legal counsel, owns this policy. Sanctions obligations cannot be waived internally. Breach may result in disciplinary action, personal liability, and referral to authorities. This policy is reviewed at least annually and whenever sanctions regimes change materially.