GROUP (including Allen & Heath Ltd, Calrec Audio Ltd, DiGiCo (UK) Ltd., Group 1 Limited, Red Lion 49 Limited t/a Solid State Logic)

Last Updated December 2017

  1. 1 Introduction
    1. 1.1 National governments and international bodies may establish sanctions and export control restrictions against: countries; individuals; entities; sectors; and certain goods and technology, as part of wider foreign policy and national security objectives.
    2. 1.2 Audiotonix Limited and its subsidiary companies (Group) is committed to complying with all applicable laws and regulations where it operates. Compliance with all applicable sanctions is compulsory and essential to our current business interests and future business opportunities.
    3. 1.3 This Sanctions Policy is applicable to Audiotonix Limited and subsidiaries, and to all of its officers, directors and employees (Group Representatives).
    4. 1.4 Group further requires all third parties with whom it and its Company Representatives transact, to confirm that they are aware of the importance that Group places on sanctions compliance, that they are aware of this Sanctions Policy, and that they have a compliance culture.
    5. 1.5 In furtherance of this objective, Group is committed to communicating this Sanctions Policy to all agents, consultants, contractors, sub-contractors and others who work on its behalf (Group Agents) and any other new and existing business partners (Group Business Partners), and to ensuring all of its dealings with Agents and Business Partners (and their respective subsidiaries) are sanctions compliant.
    6. 1.6 Any questions or concerns regarding sanctions, or the implementation or operation of this Sanctions Policy, should be addressed to Helen Culleton (the "Company Designee") at helen@audiotonix.com.
    7. 2 What are sanctions?

Sanctions

    1. 2.1 Sanctions are most commonly restrictive finance, trade and travel measures imposed on specific persons, groups, countries or sectors within those countries.
    2. 2.2 Amongst other things, sanctions prohibit Group and Group Representatives from dealing with specific blacklisted individuals, groups or entities which are referred to as "designated parties". Common examples include terrorist groups.

Export controls

    1. 2.3 Export controls restrict and, in some cases, provide a blanket ban on the import and export of certain goods and associated technology by companies or employees, depending on the nature of the goods/technology and/or its destination. For example, military or nuclear goods/technology are subject to export controls.
    2. 2.4 Sanctions and export controls are relevant to Group's business because it deals with Agents and Business Partners, who may be from other jurisdictions, and those entities or persons (who may be operating in domestic or international markets) may be on sanctions blacklists, or subject to trade restrictions, meaning that business with them is either not permitted or subject to strict controls.
    3. 2.5 A list of jurisdictions subject to sanctions is provided at Annex 1. This is correct as at the date of this Sanctions Policy.
    4. 2.6 It is important to note that sanctions are subject to regular update and review. Up to date information for UK, EU and US sanctions can be found at the following websites of HM Treasury, the European Union External Action Service and the US Department of the Treasury:
      1. (a) UK:

https://www.gov.uk/government/collections/financial-sanctions-regime-specific-consolidated-lists-and-releases

      1. (b) EU:

https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions

      1. (c) US:

https://www.treasury.gov/resource-center/sanctions/Pages/default.aspx

    1. 2.7 Furthermore, it is important to note that national governments can issue sanctions independently from any intra-governmental body, and accordingly, a review of applicable sanctions must be conducted on a case by case basis, taking into account the particular counterparty and transaction concerned.
    2. 3 Penalties
    3. 3.1 The penalties for breach of sanctions are strict and include fines and/or imprisonment and can result in grave reputational damage for businesses and individuals.
    4. 3.2 The precise nature of the penalties that may be applicable will be determined by the applicable domestic laws of the country in which Group Representatives are operating.
    5. 4 Compliance

Relationships and transactions

    1. 4.1 Group Representatives shall not have any direct or indirect business dealings with:
      1. (a) any individual, entity or sector that is the target of sanctions of the United States, the European Union (and its member states), the United Kingdom, Hong Kong or the United Nations; and/or
      2. (b) any person or entity listed on, or owned or controlled by a person listed on, the Specially Designated Nationals and Blocked Persons List (SON List) maintained by the US government or any similar list maintained by the United States, European Union (or any of its Member States), the United Kingdom, Hong Kong or the United Nations.
    2. 4.2 It should be noted that restrictions apply not only to those individuals/entities on the SON List but also any individuals/entities that own or control those individuals/entities on the SON List.
    3. 4.3 The individuals, entities and sectors targeted, and the SON Lists, are updated regularly, and the up to date lists should be consulted (see paragraph 2.6 of this Sanctions Policy).
    4. 5 Responsibility
    5. 5.1 Helen Culleton) is ultimately responsible for ensuring Group is compliant with sanctions.She will:
      1. (a) inform Group Representative of any material sanctions developments/updates as soon as practicable;
      2. (b) monitor and update this Sanctions Policy; and
      3. (c) take all steps necessary to comply with applicable legislation and guidance, including informing any applicable authority, and providing all necessary information, as required by applicable legislation, and taking into account all and any reporting requirements.
    6. 5.2 Group is committed to ensuring that Group Representatives should feel able to raise any and all sanctions concerns. If any Group Representative suspects or observes anything they believe may be in contravention of this Sanctions Policy they should report it immediately to Helen Culleton.
    7. 5.3 Upon receiving a report of a suspected (or actual) violation, Helen Culleton will immediately document and investigate such a report, and take all remedial action(s) deemed appropriate in the circumstances.
    8. 5.4 Violation of the Sanctions Policy by any Group Representative may result in disciplinary action where appropriate.
    9. 5.5 It is important to note that violations that involve a criminal act could result in prosecution by government authorities.
    10. 6 Awareness
    11. 6.1 New sanctions may be imposed at any time and restrictive measures are subject to sudden change often with immediate effect. Group uses the Compliance Express software to help monitor the sanctions risks faced by the Company on an ongoing basis, taking account of current business strategies, and this Policy will be updated as necessary. Individuals should ensure that they are using the most recent version of this Sanctions Policy at all times. The most recent version of the Sanctions Policy is available from Helen Culleton.

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ANNEX 1

Jurisdictions subject to sanctions

All dealings/transactions involving the following must be escalated within your business as relevant to either:
Helen Culleton, John Gillespie, Philip Ogden
, Keith Edwards or David Hearn

US EU UK
- Afghanistan Afghanistan
Belarus Belarus Belarus
Bosnia and Herzegovina Bosnia and Herzegovina
- Burma
Burundi Burundi Burundi
Central African Republic Central African Republic Central African Republic
Cuba - -
Democratic Republic of the Congo Democratic Republic of the Congo Democratic Republic of the Congo
- Egypt Egypt
- Eritrea Eritrea
Iran Iran Iran
Iraq Iraq Iraq
Lebanon Lebanon Lebanon
Libya Libya Libya
- Mali Mali
Moldova Moldova -
North Korea North Korea North Korea
- Republic of Guinea Republic of Guinea
- Republic of Guinea –Bissau Republic of Guinea-Bissau
- Russia -
Somalia Somalia Somalia
Sudan and South Sudan Sudan and South Sudan Sudan and South Sudan
Syria Syria Syria
- Tunisia Tunisia
Ukraine Ukraine Ukraine
Venezuela Venezuela Venezuela
Yemen Yemen Yemen
Zimbabwe Zimbabwe Zimbabwe